Drugs Made In America Acquisition Corp 8-K, filed Jul 20, 2026
Drugs Made In America Acquisition Corp. (DMAA)
About this 8-K
Drugs Made In America Acquisition Corp filed this 8-K on July 20, 2026, reporting on events of July 14, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
As previously disclosed, on April 29, 2026, Drugs Made In America Acquisition Corp., a Cayman Islands exempted company (the “Company” or “DMAA”), entered into a Definitive Merger Agreement (the “Merger Agreement”) with Power Analytics Global Corp, a Delaware corporation engaged in the business of artificial intelligence, advanced analytics and quantum-resistant security solutions (“PAGC”). As previously disclosed, the Merger Agreement was subsequently amended by Amendments No. 1 and No. 2. The Merger Agreement, as amended, provides for a business combination pursuant to which PAGC will merge with and into the Company (or a wholly-owned subsidiary of the Company, as may be mutually agreed by the parties), with the surviving entity continuing as the Company’s combined operating business following the closing (the “Merger”). Following the consummation of the Merger, the surviving entity is intended to operate as a publicly traded company on The Nasdaq Stock Market LLC.
On July 14, 2026, the Boards of Directors of the Company and PAGC approved a third amendment to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The purpose of Amendment No. 3 was as follows:
Former Sponsor/Founder Share Treatment
The Company agreed to: (i) cause the former sponsor entity to forfeit not less than 50% of the founder shares held by it and cause the remainder to be subject to earnout vesting (50% vesting if the closing price equals or exceeds $12.50 and 50% if it equals or exceeds $15.00, in each case for any 20 trading days within a 30-trading-day period commencing after the closing, with unvested shares forfeited on the fifth anniversary of the closing), (ii) cause the sponsor’s 430,000 private placement rights to be surrendered for no consideration and the 45,092 ordinary shares corresponding to the unfunded portion of the sponsor’s private placement subscription to be cancelled and (iii) obtain lock-up agreements from any other holders of founder shares and to surrender any rights to receive shares of Company ordinary shares to the extent any are owned.
Treatment of Rights
The Company agreed, prior to or concurrently with the mailing of the definitive proxy statement/prospectus and with PAGC’s consent, to commence one of (i) a cash tender offer for all outstanding publicly held rights at a price of not less than $0.25 and not more than $0.35 per right, funded solely from sources other than the Trust Account, (ii) an exchange offer on economically equivalent terms, or (iii) a consent solicitation to amend the Rights Agreement to provide for cash settlement or a reduced conversion ratio; rights not tendered, exchanged or amended will remain outstanding and convert in accordance with their terms.
Calculation of Merger Consideration
The parties also agreed to amend the provisions of the Merger Agreement governing the exchange of Company shares and the exchange ratio so that all per-share computations are calculated by reference to the Company’s fully diluted shares outstanding.
Financing
Certain other provisions were amended to permit additional financings prior to the closing of the transaction.
Potential Additional Target; Contingent Amendment No. 4
The parties are in negotiations with a third company regarding a potential three-party business combination, pursuant to which such additional target would merge with a newly formed merger subsidiary of the Company and become a wholly-owned subsidiary of the Company alongside PAGC, with the Company remaining the publicly traded parent. Amendment No. 3 pre-approves the form of a contingent Amendment No. 4 to the Merger Agreement, which will become effective only if, on or before September 30, 2026, a definitive letter of intent is executed, the additional target is designated by the parties and executes a joinder, and the other conditions to effectiveness set forth therein are satisfied; if those conditions are not satisfied by such date, the contingent amendment will be void and the parties will proceed with the business combination on the basis of the Merger Agreement as amended.
Minimum Cash
The minimum-cash provisions of the Merger Agreement were restated to provide for a target of $30,000,000 and a floor of $15,000,000, together with an adjustment grid specifying the valuation and ownership consequences at defined available-cash levels.
Related-Party Matters
As previously disclosed, PAGC and BV Advisory Partners, LLC are under common principal ownership, and the business combination accordingly constitutes an affiliated business combination for purposes of the Company’s governing documents, IPO prospectus commitments, and applicable disclosure rules. Amendment No. 3 implements related-party protections in respect of this previously disclosed affiliation, including a condition to the Company’s obligation to consummate the closing that its board of directors receive an opinion of an independent investment banking firm or independent valuation firm to the effect that the business combination is fair, from a financial point of view, to the Company and/or its unaffiliated shareholders, and a requirement that specified determinations under the amendment be made by, or at the direction of, the Company’s independent and disinterested directors.
1
Additional Information
The foregoing description of the Merger Agreement and the Amendments is qualified in its entirety by reference to the full text of Amendment No. 3, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein. The representations, warranties and covenants of the parties contained in the Merger Agreement and the Amendments have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Merger Agreement and the Amendments, (ii) have been qualified by confidential disclosures made in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement (or such other date or dates as may be specified therein) and (v) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters of fact. Accordingly, the Merger Agreement and the Amendments are filed with this Current Report on Form 8-K only to provide investors with information regarding the terms of the Merger Agreement and the Amendments, and not to provide investors with any other factual information regarding the Company or PAGC, their respective affiliates, or their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, PAGC, their respective affiliates or their respective businesses. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Merger and the parties’ ability to consummate the transactions contemplated by the Merger Agreement, the expected ownership of the surviving entity, the anticipated valuation of PAGC, the timing of closing, anticipated benefits of the Merger, and anticipated financial and operational results of the surviving entity. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the management of DMAA and PAGC and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DMAA and PAGC. These forward-looking statements are subject to a number of risks and uncertainties, including, among others: (i) the risk that the Merger may not be completed in a timely manner or at all; (ii) the risk that the Merger may not be completed by DMAA’s business combination deadline; (iii) the failure to satisfy the conditions to the consummation of the Merger, including the approval of the Merger Agreement by DMAA’s shareholders; (iv) failure to obtain a sufficient minimum cash amount at closing as a result of redemptions or otherwise; (v) the inability to complete a PIPE financing or other capital raising transactions on terms reasonably acceptable to the parties or at all; (vi) the risk that the contingent three-party structure described above does not become effective or is delayed; (vii) the effect of the announcement or pendency of the Merger on PAGC’s business or employee relationships; (viii) the outcome of any legal proceedings that may be instituted against DMAA or PAGC; (ix) the ability of the surviving entity to obtain or maintain the listing of its securities on Nasdaq following the Merger; and (x) other risks and uncertainties indicated from time to time in DMAA’s filings with the SEC, including those under “Risk Factors” in DMAA’s most recent Annual Report on Form 10-K and subsequent SEC filings, and in the Registration Statement to be filed in connection with the Merger.
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Readers should not place undue reliance on forward-looking statements, which speak only as of the date hereof. Neither DMAA nor PAGC undertakes any duty to update these forward-looking statements, except as may be required by law.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Merger or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of DMAA, PAGC, the surviving entity, or any of their respective affiliates. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
2
Important Information About the Merger and Where to Find It
In connection with the Merger, DMAA intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement of DMAA and a prospectus relating to the offer of the surviving entity’s securities to be issued in connection with the Merger. After the Registration Statement is declared effective by the SEC, DMAA will mail a definitive proxy statement/prospectus to its shareholders. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Merger and is not intended to form the basis of any investment decision or any other decision in respect of the Merger. DMAA’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus, as well as other documents filed with the SEC in connection with the Merger, as these materials will contain important information about DMAA, PAGC and the Merger. When available, the definitive proxy statement/prospectus and other relevant materials for the Merger will be mailed to shareholders of DMAA as of a record date to be established for voting on the Merger. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Drugs Made In America Acquisition Corp., 420 Lexington Avenue, Suite 1402, New York, NY 10170.
Participants in the Solicitation
DMAA, PAGC and their respective directors and executive officers may be considered participants in the solicitation of proxies from DMAA’s shareholders with respect to the Merger. A list of the names of those directors and executive officers and a description of their interests in DMAA will be contained in the Registration Statement and the proxy statement/prospectus to be filed in connection with the Merger when it becomes available. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of DMAA’s shareholders in connection with the Merger will be set forth in the proxy statement/prospectus when it is filed with the SEC. You may obtain free copies of these documents from the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Omnibus Amendment No. 3 to the Merger Agreement† | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
† Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DRUGS MADE IN AMERICA ACQUISITION CORP. | ||
| Date: July 20, 2026 | ||
| By: | /s/ Roger E. Bendelac | |
| Name: | Roger E. Bendelac | |
| Title: | Chief Executive Officer | |
4
Exhibit 2.1
DMAA — Omnibus Amendment No. 3 (Re-Executed) — Page 1
OMNIBUS AMENDMENT NO. 3
dated as of July 14, 2026
TO THE DEFINITIVE MERGER AGREEMENT
(which Definitive Merger Agreement is dated as of April 29, 2026, as heretofore amended)
This OMNIBUS AMENDMENT NO. 3 (this “Amendment”) is entered into as of July 14, 2026, by and between DRUGS MADE IN AMERICA ACQUISITION CORP., a Cayman Islands exempted company (“DMAA” or the “Company”), and POWER ANALYTICS GLOBAL CORP, a Delaware corporation (“PAGC”). DMAA and PAGC are each a “Party” and together the “Parties.” Capitalized terms used and not defined herein have the meanings given in the Original Agreement (as defined below).
RECITALS
A. The Parties are parties to the Definitive Merger Agreement, dated as of April 29, 2026, as amended by Amendment No. 1 thereto, dated as of April 30, 2026, and Amendment No. 2 thereto, dated as of April 30, 2026 (as so amended, the “Original Agreement,” and as amended by this Amendment, the “Agreement”).
B. At an extraordinary general meeting held April 27, 2026, the Company’s shareholders approved an amendment to the Company’s charter permitting up to twelve one-month extensions of the business combination deadline to April 29, 2027; in connection therewith, holders of 9,440,230 public shares redeemed for $99,336,016.67, following which 24,276,913 ordinary shares remain outstanding, of which 13,559,770 are public shares.
C. The Parties desire to fix the Company’s capitalization prior to the filing of the Registration Statement by resolving the Company’s founder shares, rights, representative shares, and other fixed and contingent issuances; to restate the financing and minimum-cash architecture; and to establish the pre-Closing timeline.
D. The Parties are in advanced negotiations with a third company regarding a three-party combination, on a framework reflected in a draft letter of intent circulated July 1, 2026, with execution of a definitive letter of intent expected during the week of July 13, 2026 (as executed, whenever executed, the “LOI”). Such third company (the “Additional Target”) is not identified by name in this Amendment; it shall be identified exclusively by a joint written designation delivered by the Parties pursuant to Section 4.1 (the “Designation Notice”). Neither this Amendment nor any obligation hereunder is conditioned on execution of the LOI, and the Parties desire to pre-approve the form of Amendment No. 4 attached as Annex A hereto on a contingent-effectiveness basis, without conditioning any other provision of this Amendment thereon.
E. PAGC and BV Advisory Partners, LLC (“BV”) — the investor holding convertible notes of the Company and entitled to not less than 40% of sponsor-level economics under the Definitive Interim Investment and Sponsor Transition Agreement dated March 23, 2026 — are under common principal ownership, as was fully disclosed to and considered by the Company’s board of directors prior to its approval of the March 23, 2026 transition agreement and the Original Agreement. The Parties acknowledge that the Business Combination accordingly constitutes an affiliated business combination for purposes of the Company’s governing documents, IPO prospectus commitments, and applicable disclosure rules, and this Amendment implements the protections of Section 6.5 in respect thereof.
NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
ARTICLE 1 — CERTAIN DEFINITIONS
1.1 Definitions. As used in the Agreement: “Company Fully Diluted Share Number” means, as of immediately prior to the Effective Time: (i) the public shares outstanding after giving effect to all redemptions; plus (ii) the founder shares outstanding after giving effect to all forfeitures and surrenders pursuant to the Support Agreements; plus (iii) the 430,000 private placement shares (less the 45,092 shares cancelled pursuant to Section 2.1(c)); plus (iv) the 230,000 representative shares; plus (v) the 200,000 shares issued March 11, 2025; plus (vi) the 425,000 Executive Shares; plus (vii) the ordinary shares issuable upon conversion of rights that remain outstanding as of the Effective Time; plus (viii) the ordinary shares issuable upon conversion of any convertible notes and working capital loans outstanding at the Effective Time (calculated at the price required by their terms, using the Reference Price for any market-price mechanic). “Executive Shares” means the 250,000 ordinary shares issuable in respect of Roger E. Bendelac (via Aleutian Equity Holdings LLC) and the 175,000 ordinary shares issuable in respect of Saleem Elmasri (via Titan Advisory Services LLC), in each case as previously approved by the Company’s board of directors, governed exclusively by the executed agreements disclosed in the Company’s Form 8-K dated April 22, 2026, and referenced in this Amendment solely for share-count purposes. “Reference Price” means $10.00 per ordinary share. “Structure Election Date” means September 30, 2026. “Support Agreements” means the Sponsor Support and Surrender Agreement and the Founder-Holder Support Agreements described in Sections 2.1 and 2.2.
ARTICLE 2 — CAPITALIZATION RESOLUTION
2.1 Sponsor Support and Surrender Agreement. Within 30 days after the date hereof, the Company shall enter into, and shall use reasonable best efforts to cause Drugs Made In America Acquisition LLC (the “Sponsor”) and Lynn Stockwell to enter into, a Sponsor Support and Surrender Agreement in form reasonably acceptable to PAGC providing for: (a) the surrender and forfeiture to the Company, for no consideration and effective as a contribution to the Company’s capital as a matter of Cayman Islands law, of not less than fifty percent (50%) of the ordinary shares held by the Sponsor; (b) earnout vesting of the remainder of the Sponsor’s ordinary shares (50% vesting if the closing price equals or exceeds $12.50, and 50% if it equals or exceeds $15.00, in each case for any 20 trading days within a 30-trading-day period commencing after the Closing, with unvested shares forfeited on the fifth anniversary of the Closing); (c) the cancellation and surrender of the 45,092 ordinary shares corresponding to the unfunded portion of the Sponsor’s private placement subscription; (d) the surrender for no consideration of the Sponsor’s 430,000 private placement rights; and (e) voting, lock-up, and cooperation covenants consistent with the Sponsor’s standstill, non-voting and cooperation acknowledgment dated March 18, 2026.
2.2 Founder-Holder Support Agreements. Within 45 days after the date hereof, the Company shall use reasonable best efforts to obtain Founder-Holder Support Agreements, in form reasonably acceptable to PAGC, from holders of not less than 80% of the founder shares not held by the Sponsor, each providing for: (a) forfeiture and/or earnout vesting of not less than fifty percent (50%) of such holder’s founder shares on the mechanics of Section 2.1(b); (b) an agreement to vote all shares held in favor of the Business Combination; (c) confirmation of existing lock-up and redemption-waiver obligations; and (d) the surrender for no consideration of any rights held by such holder.
2
2.3 Rights Resolution. (a) Promptly following the date hereof, the Company shall obtain and deliver to PAGC the Rights Agreement and a determination of its amendment requirements (the “Rights Route Determination”). (b) At such time as the Company’s board of directors determines, having regard to the availability of funding from sources other than the Trust Account and the status of public disclosure — but in any event prior to or concurrently with the mailing of the definitive proxy statement/prospectus for the Business Combination — the Company shall, at its election with PAGC’s consent (not to be unreasonably withheld, conditioned or delayed), commence one of: (i) a cash tender offer for all outstanding publicly held rights at a price of not less than $0.25 and not more than $0.35 per right, conducted in accordance with Rule 13e-4 and Regulation 14E and funded solely from sources other than the Trust Account; (ii) an exchange offer on economically equivalent terms; or (iii) a consent solicitation to amend the Rights Agreement to provide for cash settlement or a reduced conversion ratio, together with a customary consent fee; any such consent solicitation may be conducted concurrently with, and as part of, the Registration Statement and proxy process for the Business Combination, with any resulting amendment to the Rights Agreement conditioned upon, and effective only at, the Closing — such that the requisite consent of rights holders under the Rights Agreement is obtained in connection with, and as a practical condition of, the Business Combination, it being acknowledged that no amendment of the rights shall be effected without the consent of holders required by the Rights Agreement, and that rights not tendered, exchanged, or amended shall remain outstanding and convert in accordance with their terms. (c) Notwithstanding the foregoing, the Company shall not commence any tender offer, exchange offer, or consent solicitation under this Section 2.3 at any time when the Company possesses material nonpublic information concerning the Business Combination (including the matters described in Recital D) that has not been publicly disclosed, and the offer documents shall include all information required by applicable law. (d) The Company shall keep PAGC reasonably informed of participation and shall not increase the consideration beyond the stated maximum without PAGC’s consent. (e) It shall be a condition to PAGC’s obligation to consummate the Closing that rights remaining outstanding as of the Effective Time are convertible into no more than such number of ordinary shares as PAGC shall have approved in writing in connection with the commencement of the applicable offer or solicitation (or, if none is commenced, as the Parties shall agree in connection with the mailing of the definitive proxy statement/prospectus), which approval and agreement shall not be unreasonably withheld.
2.4 Underwriter Arrangements. The Company shall use reasonable best efforts to enter into, within 45 days after the date hereof, a side letter or amendment with Clear Street LLC providing for: (a) a lock-up of the 230,000 representative shares on terms no less restrictive than the founder lock-up, together with such forfeiture or earnout of such shares, if any, as may be negotiated; (b) a restatement (and any negotiated reduction or share-settlement) of the deferred underwriting fee, currently $6,900,000 subject to the redemption adjustment (approximately $6.19 million as of the date hereof); and (c) coordination of the foregoing with Clear Street’s engagement as placement agent for the PIPE.
2.5 Executive Shares; Fixed Issuances. The Executive Shares were previously approved and disclosed, are governed exclusively by their existing executed agreements, and require no further approval or action under this Amendment; they are included in Schedule 2.5 and in the Company Fully Diluted Share Number solely so that the share count is complete. The Company represents that Schedule 2.5 sets forth its complete capitalization as of the date hereof, including the March 2025 issuance of 200,000 shares and the 230,000 representative shares, and shall deliver an updated Schedule 2.5, certified by an authorized officer of the Company and reconciled to the records of its transfer agent, not later than five Business Days prior to the Closing and again immediately prior to the Effective Time.
2.6 Consideration True-Up. The provisions of the Original Agreement governing the calculation of the merger consideration and exchange ratio are amended so that all per-share computations and the aggregate share consideration issuable to PAGC equityholders are calculated by reference to the Company Fully Diluted Share Number and the Reference Price, such that the equity value ascribed to PAGC under the Agreement (or, if the Contingent Amendment becomes effective, the combined framework therein) is issued against the Company’s true fully diluted capitalization at Closing.
3
ARTICLE 3 — FINANCING; MINIMUM CASH; TRUST
3.1 Permitted Financings. Notwithstanding anything in the Original Agreement, the following shall be permitted and shall not breach any exclusivity, no-shop, or capital-raising restriction: (a) the convertible notes issued and issuable to BV Advisory Partners, LLC under the Definitive Interim Investment and Sponsor Transition Agreement dated March 23, 2026 (up to $500,000, convertible at a 35% discount following the Closing), provided that any “sponsor-level economics” payable to such investor shall be determined net of all forfeitures and surrenders effected under Article 2, and that all determinations of the Company with respect to such investor’s arrangements shall be made in accordance with Section 6.5(b); (b) one or more private placements of equity or equity-linked securities of the Company or the post-combination company in an aggregate amount of up to $150,000,000, placed by Clear Street LLC and/or such additional placement agents as the Company and PAGC approve, and direct investments by strategic or institutional investors in connection therewith, subject in each case to customary confidentiality and wall-crossing procedures for any investor brought over the wall prior to public announcement; (c) working capital loans convertible into units at $10.00 per unit up to $1,500,000 as disclosed in the Company’s Annual Report; and (d) at the Company’s option and without any obligation or assumption, a pre-PIPE convertible note facility of up to $5,000,000 (minimum initial closing $1,500,000; interest capitalized into principal), it being acknowledged that such facility has not been consummated, may not occur, and shall not be assumed in any covenant, condition, or computation under the Agreement.
3.2 Minimum Cash. The minimum-cash provisions of the Original Agreement are restated as set forth on Schedule 3.2, which shall provide: a target of $30,000,000 and a floor of $15,000,000; an adjustment grid specifying the valuation and ownership consequences at defined available-cash levels; and that “Available Closing Cash” counts Trust Account proceeds net of final redemptions, PIPE proceeds actually funded, any agreed reduction of the deferred underwriting fee, and proceeds of the facility described in Section 3.1(d) only if and to the extent actually funded at or prior to Closing. The grid and the floor shall be satisfiable without any proceeds of such facility.
3.3 Extension Deposits. The Parties acknowledge that the Company’s shareholders approved, on April 27, 2026, up to twelve one-month extensions of the business combination deadline through April 29, 2027, with no further shareholder authorization required, upon a monthly deposit of the lesser of $300,000 or $0.04 per non-redeemed public share. Nothing in this Section revisits that authorization. This Section addresses funding only: the Company shall maintain, and upon PAGC’s reasonable request evidence, a committed source for such deposits through the Outside Date that does not assume the facility described in Section 3.1(d).
3.4 Acknowledgment of Redemption Baseline. The Parties acknowledge the redemption described in Recital B, and all references in the Original Agreement to the Company’s public shares are conformed to a baseline of 13,559,770 public shares, subject to further redemptions in connection with the Business Combination vote.
ARTICLE 4 — CONTINGENT AMENDMENT NO. 4 (ADDITIONAL TARGET)
4.1 Pre-Approval; Contingent Effectiveness. The Parties approve the form of Amendment No. 4 to the Agreement attached as Annex A (the “Contingent Amendment”). The Contingent Amendment shall become effective if, and only if, on or before the Structure Election Date, (a) the LOI has been executed and the Parties have delivered the Designation Notice identifying the Additional Target by its legal name, (b) the Additional Target and each merger subsidiary contemplated thereby execute and deliver the joinder attached to the Contingent Amendment, and (c) each condition to effectiveness stated therein is satisfied. If the Contingent Amendment has not become effective by the Structure Election Date, it shall be void ab initio without any action of the Parties, no Party shall have any obligation thereunder, and the Parties shall proceed with the Business Combination on the basis of the Agreement without regard thereto.
4
4.2 No Delay. No obligation under this Amendment or the Original Agreement — including the Registration Statement filing covenant in Section 5.1 — shall be delayed, conditioned, or excused by reference to the Contingent Amendment or to any negotiation with the Additional Target.
ARTICLE 5 — TIMELINE
5.1 Registration Statement. The Company shall file the Registration Statement on Form S-4 within 45 days after the later of (a) the date hereof and (b) receipt of the audited financial statements of PAGC required for inclusion therein (or, solely if the Contingent Amendment has become effective, the financial statements required for the structure elected thereunder); provided that if the Contingent Amendment has not become effective by the Structure Election Date, the Registration Statement shall be filed on the basis of the Agreement without further delay.
5.2 Outside Date. The Outside Date is February 26, 2027. Each Party shall use reasonable best efforts to consummate the Closing prior to the Outside Date, and in any event prior to April 29, 2027.
ARTICLE 6 — HOUSEKEEPING
6.1 Schedules; Representations. The disclosure schedules are updated as attached; each Party’s representations and warranties are brought down to the date hereof, subject to such schedules, including the Company’s disclosure of the Sponsor’s default and standstill, the working-capital withdrawals, going-concern qualification, and material weaknesses.
6.2 Registration Rights. At the Closing, the Company’s registration rights agreement shall be amended to add the PAGC equityholders, BV Advisory Partners, LLC, and the recipients of the Executive Shares (and, if the Contingent Amendment becomes effective, the equityholders of the Additional Target).
6.3 Prior Drafts Superseded. Any draft three-party amendment circulated prior to the date hereof (including the draft circulated in May 2026), and the version of this Omnibus Amendment No. 3 executed prior to the date hereof (if any), are superseded in their entirety by this Amendment and shall be of no effect.
6.4 Conformed Copy. Counsel shall prepare a single conformed copy of the Agreement as amended through this Amendment for use as an exhibit to the Registration Statement.
6.5 Related-Party Protections. In light of the common principal ownership described in Recital E: (a) it shall be a condition to the Company’s obligation to consummate the Closing that the Company’s board of directors shall have received an opinion of an independent investment banking firm or independent valuation firm, in customary form, to the effect that the Business Combination is fair, from a financial point of view, to the Company (and/or its unaffiliated shareholders), and the Company shall engage such firm promptly following the date hereof; (b) each determination, consent, waiver, or amendment on the part of the Company under Sections 2.1 through 2.4, Section 2.6, Section 3.1(a), Section 3.2, and Article 4 shall be made by, or at the direction of, the Company’s independent and disinterested directors; (c) PAGC shall deliver, within 10 Business Days, a schedule of all direct and indirect ownership, economic, and contractual relationships between (x) PAGC and its officers, directors, and 5% holders and (y) BV, its principals, and their affiliates, which schedule shall be updated through Closing and disclosed in the Registration Statement; (d) PAGC shall promptly inform the Company whether the Additional Target, or any of its officers, directors, or significant holders, has any affiliation with PAGC, BV, or their respective principals, and any such affiliation shall be addressed in the fairness opinion under clause (a) and disclosed; and (e) the affiliation described in Recital E shall be disclosed in the Form 8-K reporting this Amendment and prominently in the Registration Statement.
5
ARTICLE 7 — MISCELLANEOUS
7.1 Effect. Except as expressly amended hereby, the Original Agreement remains in full force and effect. This Amendment is governed by the law governing the Original Agreement (Delaware, per Amendment No. 1). This Amendment may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
| DRUGS MADE IN AMERICA ACQUISITION CORP. | ||
| By: | ||
| Name: | Roger E. Bendelac | |
| Title: | Chief Executive Officer | |
| POWER ANALYTICS GLOBAL CORP | ||
| By: | ||
| Name: | Keith Barksdale | |
| Title: | Executive Chairman | |
6
ANNEX A
FORM OF AMENDMENT NO. 4 TO THE DEFINITIVE MERGER AGREEMENT
(Contingent — effective only upon joinder by the Additional Target on or before the Structure Election Date, per Article 4 of Omnibus Amendment No. 3. To be conformed by counsel to the LOI as executed; the economic framework below reflects the status of negotiations as of the date of Omnibus Amendment No. 3 and adjusts automatically to the executed LOI, subject to Section 4 hereof.)
This AMENDMENT NO. 4 to the Definitive Merger Agreement dated as of April 29, 2026, as amended (“Amendment No. 4”), is entered into by and between DMAA and PAGC and, upon execution of the Joinder below, the Additional Target (the entity identified in the Designation Notice delivered pursuant to Section 4.1 of Omnibus Amendment No. 3, whose legal name shall be inserted at joinder), PAGC Merger Sub, Inc., and a second Delaware merger subsidiary of DMAA to be formed for the Additional Target merger (“Merger Sub II”).
1. Restructuring. The Business Combination is restructured such that DMAA remains the surviving publicly traded Cayman Islands parent, and at the Closing (a) PAGC merges with PAGC Merger Sub and survives as a wholly-owned Delaware subsidiary of DMAA, and (b) the Additional Target merges with Merger Sub II and survives as a wholly-owned Delaware subsidiary of DMAA, in each case by reverse triangular merger.
2. Consideration. The Business Combination reflects a combined equity value of $3,000,000,000 for PAGC and the Additional Target, taken together, allocated between PAGC and the Additional Target in the respective percentages set forth in the executed LOI. The Parties acknowledge that such allocation remains under active negotiation as of the date of Omnibus Amendment No. 3 and is not fixed by this Amendment No. 4; upon execution of the LOI, this Section shall be conformed to the allocation set forth therein without further action of the Parties. The consideration is payable in DMAA ordinary shares at the Reference Price of $10.00 per share, in each case subject to the adjustment and true-up mechanics of the Agreement (including Section 2.6 of Omnibus Amendment No. 3); provided that if the executed LOI reflects a combined equity value other than $3,000,000,000, such change shall require the further approval of the DMAA board of directors as a condition to effectiveness under Section 4.
3. Dual Path. If the Additional Target achieves Audit Readiness (PCAOB-audited financial statements for all periods required for inclusion in the Registration Statement) on or before the Path Determination Date (September 30, 2026), both mergers close simultaneously (Path A). If not, the PAGC merger closes first as the initial Business Combination, and the Additional Target merger closes thereafter under a cross-conditioned agreement on the terms hereof (Path B).
4. Conditions to Effectiveness. This Amendment No. 4 is of no force or effect unless and until, on or before the Structure Election Date: (a) the LOI has been executed and the Designation Notice delivered, and the Additional Target and both merger subsidiaries execute the Joinder (inserting the Additional Target’s legal name); (b) the boards of directors of each Party and of the Additional Target have approved this Amendment No. 4 (in the case of DMAA, with such fairness analysis as the DMAA board deems appropriate for the revised valuation framework); (c) the parties have agreed a reconciled presentation of PAGC’s projected financial information for use in the Registration Statement; and (d) the affiliation inquiry under Section 6.5(d) of Omnibus Amendment No. 3 has been completed with respect to the Additional Target and, if any affiliation with PAGC, BV Advisory Partners, LLC, or their principals exists, the fairness opinion under Section 6.5(a) covers the combined transaction.
7
5. Miscellaneous. Except as amended hereby, the Agreement (including Omnibus Amendment No. 3) remains in full force and effect. Delaware law governs. Counterparts and electronic signatures permitted.
SIGNATURE PAGES TO FORM OF AMENDMENT NO. 4 — DO NOT EXECUTE ON THE DATE OF OMNIBUS AMENDMENT NO. 3. The signature blocks below — including those of DMAA and PAGC — are to be executed only upon joinder of the Additional Target pursuant to Article 4 of Omnibus Amendment No. 3. Approval of this form is given by execution of Omnibus Amendment No. 3 itself; no signature below is required or requested at the execution of Omnibus Amendment No. 3.
JOINDER — By executing below, the Additional Target and each merger subsidiary joins and agrees to be bound by the Agreement as amended, including this Amendment No. 4.
| DRUGS MADE IN AMERICA ACQUISITION CORP. (execute at joinder only) | ||
| By: | ||
| Name: | Roger E. Bendelac | |
| Title: | Chief Executive Officer | |
| POWER ANALYTICS GLOBAL CORP (execute at joinder only) | ||
| By: | ||
| Name: | ||
| Title: | ||
| [LEGAL NAME OF ADDITIONAL TARGET] (upon joinder) | ||
| By: | ||
| Name: | ||
| Title: | ||
| PAGC MERGER SUB, INC.; MERGER SUB II (upon joinder) | ||
| By: | ||
| Name: | ||
| Title: | ||
8