Drugs Made In America Acquisition Corp 8-K, filed Mar 27, 2026
Drugs Made In America Acquisition Corp. (DMAA)
About this 8-K
Drugs Made In America Acquisition Corp filed this 8-K on March 27, 2026, reporting on events of March 23, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On March 23, 2026, Drugs Made In America Acquisition Corp. (the “Company”) issued an interim convertible note (the “Interim Note”) to BV Advisory Partners, LLC (the “Investor”) in the principal amount of $100,000 (the “Interim Loan”). The Interim Loan represents an initial loan towards a contemplated $500,000 financing (the “Financing”) pursuant to the Definitive Interim Investment and Sponsor Transition Agreement dated March 23, 2026 (the “Investment Agreement”) described under Item 8.01 of this Current Report on Form 8-K.
The Interim Note has a maturity date six months from the date of issuance, unless earlier converted or credited toward the definitive financing under the Investment Agreement and does not bear interest. Upon the consummation of initial business combination by the Company (a “Business Combination”), the outstanding principal amount of the Interim Loan may, at the option of the Investor, be converted into shares of the combined entity at a conversion price equal to a 35% discount to the market price of such shares at the time of conversion.
The Company intends to use the proceeds of the Interim Loan for accounting expenses, audit expenses and other expenses related to a Business Combination although it has not yet entered into an agreement for a Business Combination.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Interim Loan is incorporated herein by reference.
The Interim Loan represents a direct financial obligation of the Company. The Interim Loan is filed as Exhibit 10.3 hereto and is incorporated herein by reference.
Item 8.01 Other Events
On March 23, 2026, the Company entered into the Investment Agreement with the Investor relating to a proposed financing transaction pursuant to which the Investor indicated its intent to provide financing to the Company through a convertible note investment, of which the Interim Loan represented the first tranche. Pursuant to the Investment Agreement, the aggregate amount to be loaned is $500,000. The second tranche of $200,000 will be made within 21 days with the remainder of the commitment on an as-needed basis. The Company also agreed to use commercially reasonable efforts to provide the Investor with not less than 40% of the economic benefit equivalent to sponsor-level economics. The Investor has the right but not the obligation to provide additional funding beyond the $500,000 commitment.
In connection with the Investment Agreement, the Investor has introduced to the Company a potential business combination opportunity involving an enterprise technology platform focused on artificial intelligence, machine learning, quantum analytics, and cybersecurity solutions, consistent with the business of Power Analytics Global Corporation.
The Company has commenced preliminary due diligence with respect to this potential opportunity. As of the date of this report, no letter of intent, term sheet, or definitive agreement has been executed, and there can be no assurance that any business combination will result from this evaluation.
The foregoing description of the Investment Agreement and Interim Loan is not complete and is qualified in its entirety by reference to the full text of the Investment Agreement and Interim Loan, copies of which are filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit |
Description | |
| 10.1 | Definitive Interim Investment and Sponsor Transition Agreement | |
| 10.2 | Interim Convertible Note | |
| 104 | Cover Page Interactive Data File |
1
SIGNATURES
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.
Dated: March 27, 2026
| DRUGS MADE IN AMERICA ACQUISITION CORP. | ||
| By: | /s/ Roger Bendelac | |
| Name: | Roger Bendelac | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
DEFINITIVE INTERIM INVESTMENT AND SPONSOR TRANSITION AGREEMENT
Drugs Made in America Acquisition Corp. I (Cayman Islands)
Date: March 23, 2026
1. Parties
This Agreement is entered into between:
BV Advisory Partners, LLC
903 Hudson Street
Hoboken, NJ 07030 (the “Investor”)
and
Drugs Made in America Acquisition Corp. I (the “Company”).
2. Background
The Company confirms that its sponsor entity, Drugs Made in America Acquisition LLC, is non-operational and subject to legal constraints.
The Investor is introducing a specific target transaction involving an enterprise AI & ML, Quantum analytics, and cybersecurity platform business consistent with the Power Analytics Global Corporation opportunity, including integrated AI & ML analytics, cloud, quantum, and cybersecurity technologies.
The Company is pursuing a replacement sponsor and transaction aligned with this introduced opportunity.
3. Investment Commitment
The Investor shall provide:
- $100,000 immediately;
- $200,000 within twenty-one (21) days;
- up to $500,000 total commitment as required.
Funds shall be used for compliance, Nasdaq, audit, legal and transaction preparation.
4. Interim Convertible Note
The initial $100,000 shall:
- be deposited into the IOLA account of Thomas J. McCabe, Attorney at Law;
- be convertible at the sole discretion of the Investor;
- convert at a 35% discount to post-merger market value;
- have a maturity of six (6) months;
- not constitute a claim against the trust account.
5. Sponsor Economics and Transition
The Company shall use good faith and commercially reasonable efforts to provide the Investor with not less than 40% of the economic benefit equivalent to sponsor-level economics.
Such economics may be achieved through issuance of new securities, reallocation when legally permissible, or other agreed structures.
The Company shall assist in good faith negotiations for transfer of sponsor interests when legally permissible.
6. Timeline and Milestones
Within six (6) months:
- advance the specific introduced transaction;
- execute an agreement in principle (LOI / term sheet);
- progress toward a business combination.
The Company shall pursue extension via proxy and engage its investment bank to renegotiate underwriting fees.
7. Additional Funding and Rights
The Investor shall have the right, but not obligation, to provide additional financing including extension funding, PIPE, or acquisition financing, with enhanced participation.
8. Exclusivity
Exclusivity is conditioned on funding, and shall be triggered upon receipt of initial bridge funding amount. If Investor fails to fund, Company may seek third-party financing while preserving
Investor participation rights where practicable.
9. Governance
Investor shall receive information rights and be consulted on material financing and transaction decisions.
10. Governing Law
This Agreement shall be governed by Cayman Islands law with New York and/ or New Jersey courts for enforcement.
11. Binding Effect
This Agreement reflects the definitive understanding of the parties, subject to customary Board ratification.
SIGNATURES
| BV ADVISORY PARTNERS, LLC | ||
| By: | /s/ Keith Barksdale | |
| Name: | Keith Barksdale | |
| Title: | Managing Member | |
| DRUGS MADE IN AMERICA ACQUISITION CORP. I | ||
| By: | /S/ Roger Bendelac | |
| Name: | Roger Bendelac | |
| Title: | CEO | |
Exhibit 10.2
INTERIM CONVERTIBLE NOTE
Issuer: Drugs Made in America Acquisition Corp. I
Principal Amount: $100,000
Date: March 23, 2026
1. Purpose
This Interim Convertible Note represents bridge financing provided by the Investor to cover accounting, audit, Nasdaq compliance, legal, and regulatory reporting expenses required for the Company to remain compliant and to advance the contemplated transaction and extension process.
2. Relationship to Main Financing
This Note serves as the initial funding component of the proposed financing arrangement between BV Advisory Partners, LLC and/or affiliates, and Drugs Made in America Acquisition Corp. I, and shall be credited toward the broader commitment of up to $500,000 contemplated by the parties under the Definitive Interim Investment and Sponsor Transition Agreement dated March 23, 2026.
3. Funding and Deposit
The principal amount of this Note shall be funded by wire transfer to the IOLA account of Thomas J. McCabe, Attorney at Law, for the benefit of the Company, as follows:
Account Name: Thomas J. McCabe, Attorney at Law IOLA
Bank Name: TD Bank, N.A.
Branch: Long Beach Road
Bank Address: Oceanside, New York
ABA / Routing Number: 026013673 Account Number: 4361730611
Reference / Memo: BV Advisory Partners, LLC – DMAA I Interim Funding
This Note shall become effective upon credit of funds to such account or to any successor account designated in writing by the Company or The McCabe Law Firm, P.C. for the Company’s benefit.
4. Use of Proceeds
Proceeds of this Note shall be used exclusively for accounting, audit, Nasdaq compliance, legal, proxy, extension, and other regulatory and transaction-related expenses of the Company.
5. Conversion
Conversion shall occur solely at the discretion of the lender after completion of the Company’s business combination transaction.
In the event of such occurrence, the outstanding principal amount may be converted into shares or equivalent equity interests of the post-merger combined entity at a price reflecting a thirty-five percent (35%) discount to the market value of such securities at the time of conversion.
6. No Claim Against Trust Account
This Note shall not constitute, and the Investor expressly acknowledges that it does not create, any claim against the Company’s trust account. Repayment, conversion, or other treatment of this Note shall be independent of the trust account and subject only to the terms agreed between the parties.
7. Maturity
This Note shall mature six (6) months from the date of issuance, unless earlier converted, repaid, or credited toward definitive financing documentation between the parties.
8. Governing Law and Jurisdiction
This Note shall be governed by the laws of the Cayman Islands.
For enforcement and dispute resolution, the courts of the State of New York or the State of New Jersey, USA, shall have jurisdiction. The parties acknowledge that Cayman Islands corporate law principles shall apply where relevant to corporate matters of the Issuer.
9. Binding Effect
This Note shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Signatures
Investor
| BV Advisory Partners, LLC | ||
| By: | /s/ Keith Barksdale | |
| Name: | Keith Barksdale | |
| Title: | Managing Member | |
| Date: | March 23, 2026 | |
| Drugs Made in America Acquisition Corp. | ||
| By: | /s/ Roger E. Bendelac | |
| Name: | Roger E. Bendelac | |
| Title: | Chief Executive Officer | |
| Date: | 03/23/2026 | |