Exhibit 10.1
DEFINITIVE INVESTMENT AND
SPONSOR TRANSITION AGREEMENT
.
Drugs Made in America Acquisition Corp II (NASDAQ: DMIIU)
Date: March 23, 2026
| 1. | Parties |
This Agreement is entered into between:
Tal Alpha Yezum Vekidum Asakim (2003) LTD (the “Investor”); Drugs Made in America Acquisition Corp II (the “Company”); and
S.E.E Capital Partners Ltd. (the “Transaction Advisor”), solely with respect to advisory matters.
| 2. | Background |
The parties previously entered into a Letter of Intent dated March 5, 2026, Addendum No. 1 dated March 9, 2026, and an Interim Convertible Note dated March 9, 2026.
The Company further references the Sponsor Standstill Agreement dated March 18, 2026. This Agreement consolidates and supersedes prior understandings.
| 3. | Investment Commitment |
The Investor agrees to provide total financing of USD $1,400,000, of which:
| - | $150,000 has been received; |
| - | $300,000 shall be funded on or before March 30, 2026; |
| - | $950,000 shall be reserved in escrow or segregated and funded upon request of the Company. |
The $100,000 advisory fee shall be paid separately by the Investor and shall not form part of the $1,400,000 financing commitment.
| 4. | Use of Funds |
Funds shall be used for audit, accounting, SEC and EDGAR filings, Nasdaq fees, legal and compliance costs, and transaction preparation.
| 5. | Timeline and Objective |
Within four (4) months, the parties shall execute an agreement in principle for the Investor-introduced transaction.
Exclusivity shall be six (6) months.
The objective is to complete a de-SPAC transaction as soon as practicable.
All deadlines may be extended by mutual agreement.
| 6. | Sponsor Status and Transition |
The existing sponsor is non-performing and subject to legal constraints.
The Company shall cooperate in restructuring and facilitate transfer when legally permissible.
The Investor shall have the right to make an offer to acquire sponsor interests when legally permitted.
| 7. | Conversion Mechanics |
Convertible Notes shall be convertible at the sole discretion of the Investor upon completion of a business combination at a 35% discount to market value.
| 8. | Additional Funding |
The Investor shall have the right, but not obligation, to provide additional financing including extension funding, PIPE, backstop, or acquisition capital.
| 9. | Replacement Financing and First Refusal |
If the Investor fails to fund:
| - | the Company may seek alternative financing. |
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If additional capital beyond $1.4M is required:
| - | the Investor shall have a right of first refusal. |
If replacement occurs due to Investor failure:
| - | repayment shall equal funded amounts plus 15% per annum interest; |
| - | no penalty applies to unfunded commitments. |
| 10. | Expense Management and Notification |
The Company shall operate in the ordinary course.
The Company shall inform the Investor of expenses exceeding $50,000 except for audit, accounting, EDGAR, Nasdaq, regulatory fees, and compliance legal costs.
All expenses shall be disclosed in detail.
| 11. | Governance and Control |
The Investor shall have information and consultation rights only.
Operational control remains with the Company and its Board of Directors.
| 12. | Capital Markets and Financing |
The Company shall not seek private financing if the Investor performs its obligations.
The Company retains the right to pursue PIPE transactions and SEC-compliant public financing.
If the Investor fails to fund, the Company may freely raise capital.
| 13. | Disclosure |
The Investor acknowledges that its principals may be disclosed publicly as required by securities laws.
| 14. | Governing Law |
This Agreement shall be governed by the laws of the Cayman Islands.
| 15. | Binding Effect |
This Agreement reflects the definitive understanding of the parties and shall be implemented promptly, subject only to customary Board ratification.
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INTERIM CONVERTIBLE NOTE ($300,000)
Issuer: Drugs Made in America Acquisition Corp II
Principal Amount: $300,000
Date: March 30, 2026
| 1. | Funding |
The principal amount shall be funded on or before March 30, 2026 and deposited into:
Thomas J. McCabe, Attorney at Law IOLA
TD Bank, N.A.
ABA: 026013673
Account Number: 4361730611
| 2. | Relationship |
This Note forms part of the $1,400,000 financing commitment.
| 3. | Conversion |
Convertible at 35% discount to post-merger market value at Investor discretion.
| 4. | No Claim on Trust |
This Note shall not constitute any claim against the trust account.
| 5. | Maturity |
Nine (9) months from issuance.
| 6. | Governing Law |
Cayman Islands Law.
| SIGNATURES | ||
| INVESTOR | ||
| By: | |
|
| Name: | ||
| Title: | ||
| Date: | ||
|
COMPANY |
||
| By: | /s/ Roger E. Bendelac | |
| Name: | Roger E. Bendelac |
|
| Title: | Chief Executive Officer |
|
| Date: | 03/24/2026 | |
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SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| TAL ALPHA YEZUM VEKIDUM ASAKIM (2003) LTD | ||
| By: | /s/ Alon Izidor Tal | |
| Name: | Alon Izidor Tal | |
| Title: | CEO | |
| Date: | 03/24/2026 | |
| DRUGS MADE IN AMERICA ACQUISITION CORP II | ||
| By: | /s/ Roger E. Bendelac | |
| Name: | Roger E. Bendelac | |
| Title: | Chief Executive Officer | |
| Date: | ||
S.E.E CAPITAL PARTNERS LTD. | ||
| By: | /s/ Anastasio Carayanni, President |
|
| Name: | Anastasio Carayanni, |
|
| Title: | President | |
| Date: | 03/24/2026 |
|
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