DMIIU · Drugs Made In America Acquisition II Corp. Ordinary Shares

This filing reflects a critical governance and compensation milestone for Drugs Made in America Acquisition II Corp. as it advances toward its initial business combination: the formalization of executive leadership structure and associated compensation arrangements. The Updated SoW with Titan Advisory Services LLC reaffirms Saleem Elmasri’s role as CFO and resolves prior uncertainty around equity compensation by increasing the share grant from 100,000 to 175,000 shares — a 75% increase — while explicitly tying issuance to the closing of the business combination. Simultaneously, the CEO Compensation Agreement retroactively formalizes terms for Roger Bendelac, who assumed the CEO role on February 28, 2026, but had no defined compensation at that time. The agreement introduces a structured deferral mechanism ($2,000/month contingent on cash flow), signaling early-stage liquidity constraints, yet affirms long-term alignment via a substantial 250,000-share grant. Both agreements embed key investor protections: all equity grants are earned upon execution of a definitive business combination agreement (not merely announcement), and issuance is contractually bound to occur within ten days of closing — reducing execution risk. The binding accrual of unpaid cash compensation further underscores the Company’s contractual discipline. Collectively, these agreements signal operational maturation and provide transparency on executive economics ahead of the business combination, directly impacting dilution modeling and post-combination governance expectations.