Drugs Made In America Acquisition Corp 8-K, filed Oct 21, 2026
Drugs Made In America Acquisition Corp. (DMAA)
About this 8-K
Drugs Made In America Acquisition Corp filed this 8-K on October 21, 2026, reporting on events of October 13, 2026.
Drugs Made In America Acquisition Corp. amended its PAGC merger, automatically reducing the valuation to US$1,710,000,000 if APQC Acquisition misses November 1, 2026; Joel A. Gallo is expected to deliver the fairness opinion by October 26, 2026. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
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Washington, D.C. 20549
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On October 13, 2026, Drugs Made In America Acquisition Corp. (the “Company”) and Power Analytics Global Corp, a Delaware corporation (“PAGC”), entered into Amendment No. 1 (the “Amendment”) to their Amended and Restated Definitive Merger Agreement dated as of September 8, 2026 (the “Merger Agreement”). The Amendment was approved by the boards of directors of both parties.
Standalone Closing Valuation
The Merger Agreement provides for a Closing Valuation of US$2,850,000,000, determined on an asset basis and including PAGC’s proposed acquisition of APQC Inc and the UltraSolar intellectual property (the “APQC Acquisition”), and makes completion of the APQC Acquisition a condition to closing.
Under the Amendment, the Closing Valuation automatically becomes US$1,710,000,000 for PAGC on a standalone basis (the “Standalone Closing Valuation”), without further action by either party, upon the earliest of the following (a “Reversion Event”):
| (a) | the APQC Acquisition not having been completed on or before November 1, 2026; |
| (b) | termination of the definitive agreement for the APQC Acquisition; or |
| (c) | delivery to PAGC of a written determination by the Company’s independent directors that the APQC Acquisition cannot be completed. |
The Standalone Closing Valuation includes PAGC’s existing business, assets and intellectual property owned as of October 13, 2026, and excludes the APQC Acquisition, the UltraSolar intellectual property and any other asset not owned by PAGC on that date. The Merger Consideration will be calculated at the Reference Price under the Merger Agreement and paid in full at closing in shares of the Company, with no earnout or other contingent consideration.
Following a Reversion Event, the condition to closing requiring completion of the APQC Acquisition, and the Company’s right to terminate the Merger Agreement if the APQC Acquisition is not completed by December 31, 2026, will be deleted. A Reversion Event will not itself give either party a right to terminate the Merger Agreement. If the APQC Acquisition is completed on or before November 1, 2026, and no other Reversion Event occurs, the Merger Agreement will continue on its existing valuation terms, subject to the fairness opinion and cooperation provisions of the Amendment.
Later Addition of APQC and Other Assets
Following a Reversion Event and before closing, the parties may increase the Closing Valuation to reflect the independently appraised value of the APQC Acquisition, the UltraSolar or PolariQon intellectual property or other assets subsequently acquired by PAGC, only by a further written amendment to the Merger Agreement approved by the Company’s independent directors and supported by a supplemental fairness opinion. Any additional Merger Consideration would be paid in shares of the Company at the Reference Price. Until such an amendment becomes effective, the Standalone Closing Valuation applies. Assets already included in the Standalone Closing Valuation may not be valued again or added to increase the Merger Consideration.
After closing, any acquisition of such assets by the combined company from former PAGC stockholders or their affiliates would be a related-party transaction requiring the approval of the combined company’s independent directors, at a price not exceeding independently appraised value, and would not increase the Merger Consideration. The Closing Valuation, together with the value of all such added or acquired assets, may not exceed US$2,850,000,000. That limit does not apply to acquisitions by the combined company from unrelated parties.
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Fairness Opinion
The Amendment provides that, following a Reversion Event, the fairness opinion condition in Section 6.5(a) of the Merger Agreement will be satisfied by the written opinion of Joel A. Gallo, acting in his individual capacity as an independent evaluator and financial advisor, that the business combination at the Standalone Closing Valuation is fair, from a financial point of view, to the Company’s unaffiliated shareholders. The parties have agreed that Mr. Gallo, as a sole-practitioner independent valuation professional, qualifies as the independent valuation firm required by that Section for that opinion. If the APQC Acquisition is completed and no Reversion Event occurs, the condition will be satisfied by the opinion of an independent evaluator engaged by the Company’s independent directors for that purpose.
PAGC has agreed to provide financial statements, projections, intellectual property records, contracts and other reasonably requested information and management access, and to use its best efforts to provide substantially complete information within two business days of each request. Any delay in providing that information extends the expected delivery date of the opinion by an equal period.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
The independent firm previously approved to render the fairness opinion contemplated by Section 6.5(a) of the Merger Agreement determined that the intellectual property valuation required by the assignment would have called for a dual opinion, with a separate intellectual property evaluator added to complete it. As a result, no opinion was issued, and the Company and that firm agreed to terminate the engagement effective October 2, 2026.
On October 12, 2026, following the written approval of the Company’s board of directors, the Company’s independent directors engaged Joel A. Gallo, acting in his individual capacity as an independent evaluator and financial advisor, under an Independent Financial Fairness Opinion Engagement Letter dated October 12, 2026, to render the opinion on PAGC at the Standalone Closing Valuation of US$1,710,000,000. Mr. Gallo is able to value intellectual property himself, in addition to applying other valuation methods, and his evaluation will include PAGC’s existing intellectual property as part of its standalone business. The opinion is expected to be delivered on or before October 26, 2026, subject to timely receipt of the information required to complete it.
As of the date of this Current Report, no opinion has been delivered. The opinion remains subject to Mr. Gallo’s independent professional judgment and continues to be a condition to closing. The termination of the prior engagement and its replacement by Mr. Gallo do not give either party a right to terminate the Merger Agreement.
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Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including statements regarding the proposed business combination between the Company and PAGC, the Closing Valuation, the APQC Acquisition, the occurrence or non-occurrence of a Reversion Event, the expected delivery of the fairness opinion, the potential addition of other assets, and the expected timing and completion of the business combination. Words such as “expect,” “intend,” “will,” “may,” “anticipate” and similar expressions are intended to identify forward-looking statements. These statements are based on the current expectations of the management of the Company and PAGC and are not predictions of actual performance.
Because the Company is a blank check company, the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995 does not apply to forward-looking statements made by or on behalf of the Company in this Current Report on Form 8-K or the exhibits hereto.
Actual events and circumstances are difficult or impossible to predict and may differ materially from those expressed or implied. These forward-looking statements are subject to a number of risks and uncertainties, including, among others: (i) the risk that the business combination may not be completed in a timely manner or at all, including by the Company’s business combination deadline or the Outside Date; (ii) the failure to satisfy the conditions to closing, including the approval of the Company’s shareholders, the delivery of the fairness opinion and the Minimum Cash Condition; (iii) the risk that the fairness opinion is not delivered when expected, or that it does not conclude that the business combination is fair to the Company’s unaffiliated shareholders; (iv) whether the APQC Acquisition is completed and whether a Reversion Event occurs; (v) the level of redemptions by the Company’s public shareholders and the resulting amount of cash available at closing; (vi) the inability to complete any financing on acceptable terms or at all; (vii) risks relating to the affiliated nature of the business combination; (viii) risks relating to the ownership, protection and enforceability of PAGC’s intellectual property; (ix) the outcome of any legal proceedings that may be instituted against the Company, PAGC or their respective directors or officers; (x) the ability of the Company to obtain or maintain the listing of its securities on Nasdaq before and following the business combination; and (xi) other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission, including those under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and in the registration statement to be filed in connection with the business combination.
Forward-looking statements speak only as of the date of this Current Report. Neither the Company nor PAGC undertakes any obligation to update or revise any forward-looking statement, except as required by law.
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No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or a solicitation of a proxy, consent or authorization with respect to any securities or the proposed business combination, and is not an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Additional Information and Where to Find It; Participants in the Solicitation
The Company intends to file with the Securities and Exchange Commission a registration statement on Form S-4 that will include a proxy statement/prospectus in connection with the proposed business combination. Shareholders and other interested persons are urged to read the proxy statement/prospectus and other documents filed with the Securities and Exchange Commission when available, because they will contain important information about the Company, PAGC and the proposed business combination. Copies will be available free of charge at www.sec.gov or from the Company at 420 Lexington Avenue, Suite 1402, New York, NY 10170. The Company, PAGC and their respective directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed business combination, and information about their interests will be set out in the proxy statement/prospectus.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 2.1 | Amendment No. 1 to the Amended and Restated Definitive Merger Agreement, dated October 13, 2026, between Drugs Made In America Acquisition Corp. and Power Analytics Global Corp. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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. | ||
| By: | /s/ Roger E. Bendelac | |
| Name: | Roger E. Bendelac | |
| Title: | Chief Executive Officer | |
| Date: | October 21, 2026 | |
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Exhibit 2.1
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED DEFINITIVE MERGER AGREEMENT
This Amendment No. 1 (this "Amendment") is entered into as of October 13, 2026, by and between Drugs Made In America Acquisition Corp., a Cayman Islands exempted company (the "Company"), and Power Analytics Global Corp, a Delaware corporation ("PAGC", and together with the Company, the "Parties"), and amends the Amended and Restated Definitive Merger Agreement dated as of September 8, 2026, between the Parties (the "Agreement"). Capitalized terms used but not defined in this Amendment have the meanings given to them in the Agreement.
RECITALS
A. The Agreement provides for a Closing Valuation of US$2,850,000,000, determined on an asset basis and including PAGC's acquisition of APQC Inc and the UltraSolar intellectual property (the "APQC Acquisition"), and makes completion of the APQC Acquisition a condition to Closing.
B. The board of directors of the Company, by written resolutions adopted on October 6, 2026, approved terms under which the business combination may proceed with PAGC on a standalone basis at a Closing Valuation of US$1,710,000,000 if the APQC Acquisition is not completed by November 1, 2026, while allowing the APQC Acquisition and other assets to be added later at their independently appraised value.
C. The independent firm previously approved to render the opinion contemplated by Section 6.5(a) of the Agreement (the "Prior Firm") determined that the intellectual property valuation required by the assignment would have called for a dual opinion, with a separate intellectual property evaluator added to complete it. As a result, no opinion was issued, and the Company and the Prior Firm agreed to terminate the engagement effective October 2, 2026. The independent directors of the Company have since engaged Joel A. Gallo, acting in his individual capacity as an independent evaluator and financial advisor, to render the opinion contemplated by Section 6.5(a) of the Agreement on PAGC at a Closing Valuation of US$1,710,000,000 on a standalone basis. Mr. Gallo is able to value intellectual property himself, in addition to applying other valuation methods.
D. The Parties wish to amend the Agreement to give effect to those terms. This Amendment has been approved by the board of directors of each Party.
The Parties therefore agree as follows.
1. DEFINITIONS
1.1 "Reversion Event" means the earliest to occur of: (a) the APQC Acquisition not having been completed on or before November 1, 2026; (b) the termination of the definitive agreement for the APQC Acquisition; and (c) the delivery to PAGC of a written determination by the independent directors of the Company that the APQC Acquisition cannot be completed.
1.2 "Standalone Closing Valuation" means US$1,710,000,000, being the valuation of PAGC on a standalone basis, including its existing business, assets and intellectual property owned as of the date of this Amendment.
1.3 "Contributed Asset" means all or any part of the APQC Acquisition, the UltraSolar intellectual property, the PolariQon intellectual property, or any other asset, in each case acquired by or assigned to PAGC after the date of this Amendment, excluding any asset already included in the Standalone Closing Valuation.
1.4 "Appraised Value" means the value of a Contributed Asset as determined by an independent appraiser engaged by the independent directors of the Company.
1.5 "Ceiling" means US$2,850,000,000.
1.6 "Independent Evaluator" means Joel A. Gallo, acting in his individual capacity as an independent evaluator and financial advisor, engaged by the independent directors of the Company under an Independent Financial Fairness Opinion Engagement Letter dated October 12, 2026, solely to render the opinion on the Standalone Closing Valuation described in Section 4.2.
1.7 "Qualified Evaluator" means any independent investment banking firm, independent valuation firm or individual independent valuation professional selected and engaged by the independent directors of the Company to render an opinion contemplated by Section 3.1 or Section 4.3. The Independent Evaluator is not engaged for, and has no obligation to render, any such opinion.
2. CLOSING AT THE STANDALONE CLOSING VALUATION
2.1 Upon the occurrence of a Reversion Event, automatically and without notice or further action by either Party: (a) the Closing Valuation shall be the Standalone Closing Valuation, which values PAGC excluding the APQC Acquisition, the UltraSolar intellectual property and any asset not owned by PAGC on the date of this Amendment; and (b) the Merger Consideration shall be calculated on the basis of the Standalone Closing Valuation at the Reference Price, in accordance with the Agreement. For the avoidance of doubt, the Standalone Closing Valuation includes the intellectual property owned by PAGC independently of the APQC Acquisition.
2.2 The Merger Consideration based on the Standalone Closing Valuation shall be payable in full at Closing. No earnout or other contingent consideration shall be payable.
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2.3 Upon the occurrence of a Reversion Event: (a) the condition to Closing requiring completion of the APQC Acquisition is deleted; and (b) the right of the Company to terminate the Agreement if the APQC Acquisition is not completed by December 31, 2026, is deleted. The occurrence of a Reversion Event shall not of itself give either Party any right to terminate the Agreement.
2.4 If the APQC Acquisition is completed on or before November 1, 2026, and no other Reversion Event has occurred, the Agreement shall continue in accordance with its terms, as amended by Sections 4 and 5 of this Amendment.
3. LATER ADDITION OF APQC AND OTHER ASSETS
3.1 If, after a Reversion Event and before Closing, a Contributed Asset is acquired by or assigned to PAGC, the Parties may increase the Closing Valuation by an amount not exceeding its Appraised Value, by a further written amendment to the Agreement approved by the independent directors of the Company and subject to the delivery of a supplemental opinion of a Qualified Evaluator covering the revised valuation. Any additional Merger Consideration shall be paid in shares of the Company at the Reference Price. Until such an amendment is effective, the Standalone Closing Valuation shall apply. No asset included in the Standalone Closing Valuation shall be valued again or added for the purpose of increasing the Merger Consideration.
3.2 After Closing, any acquisition of a Contributed Asset by the combined company from PAGC's former stockholders or their affiliates shall be a related-party transaction requiring the approval of the independent directors of the combined company, at a price not exceeding its Appraised Value. Any such acquisition shall be separately documented and shall not increase the Merger Consideration.
3.3 The Closing Valuation, together with the value of all Contributed Assets added under Section 3.1 or acquired under Section 3.2, shall not exceed the Ceiling. The Ceiling does not apply to acquisitions by the combined company from persons other than PAGC's former stockholders and their affiliates.
4. FAIRNESS OPINION (SECTION 6.5(a))
4.1 Each reference in Section 6.5(a) of the Agreement, or elsewhere in the Agreement, to the Independent Firm, to the Prior Firm or to an independent investment banking or valuation firm shall refer to the Independent Evaluator or the Qualified Evaluator engaged for the relevant opinion. The Parties agree that Joel A. Gallo, acting as a sole-practitioner independent valuation professional, constitutes an independent valuation firm, and the Independent Firm, for purposes of Section 6.5(a) of the Agreement, and that his engagement satisfies the requirements of that Section for the opinion on the Standalone Closing Valuation. This Section 4.1 addresses only who may render the opinion and does not affect the requirement that the written opinion be delivered.
4.2 After a Reversion Event, the Fairness Opinion condition in Section 6.5(a) of the Agreement shall be satisfied by the written opinion of the Independent Evaluator, whether delivered before or after the Reversion Event, that the business combination, at the Standalone Closing Valuation, is fair, from a financial point of view, to the Company's unaffiliated shareholders. In rendering that opinion, the Independent Evaluator shall consider PAGC's existing business, assets and intellectual property, together with such other valuation considerations as the Independent Evaluator determines appropriate. The Independent Evaluator is expected to deliver that opinion on or before October 19, 2026, subject to Section 5.2.
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4.3 If the APQC Acquisition is completed and no Reversion Event occurs, the Fairness Opinion condition in Section 6.5(a) of the Agreement shall be satisfied by the written opinion of a Qualified Evaluator engaged by the independent directors of the Company for that purpose.
4.4 The termination of the engagement of the Prior Firm, and its replacement by the Independent Evaluator, do not give rise to any right of either Party to terminate the Agreement.
5. INFORMATION AND COOPERATION
5.1 PAGC shall promptly provide to the Independent Evaluator, to each Qualified Evaluator and to any independent appraiser engaged under Section 1.4 such financial statements, projections, intellectual property records, contracts and other information (including documentation of PAGC's existing intellectual property, ownership rights, patents, licenses and commercial applications), and such access to PAGC's management, as they may reasonably request, and shall use its best efforts to provide substantially complete information within two (2) Business Days of each request.
5.2 PAGC acknowledges that the timing of the opinion depends on the delivery of that information, and that any delay in delivering it shall extend the time for delivery of the opinion by an equal period.
6. GENERAL
6.1 Each Party represents that it has full power and authority to enter into this Amendment, that this Amendment has been duly authorized by all necessary corporate action, and that it constitutes a valid and binding obligation of that Party.
6.2 Except as amended by this Amendment, the Agreement remains in full force and effect. From the date of this Amendment, each reference in the Agreement to "this Agreement" means the Agreement as amended by this Amendment. In the event of any conflict between this Amendment and the Agreement, this Amendment shall prevail.
6.3 This Amendment shall be governed by the law governing the Agreement and is subject to the dispute resolution provisions of the Agreement.
6.4 This Amendment may be executed in counterparts, including by electronic or PDF signature, each of which shall be an original and all of which together shall constitute one instrument.
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
| DRUGS MADE IN AMERICA ACQUISITION CORP. | POWER ANALYTICS GLOBAL CORP | |||
| By: | /s/ Roger E. Bendelac | By: | /s/ Keith Barksdale | |
| Name: | Roger E. Bendelac | Name: | Keith Barksdale | |
| Title: | Chief Executive Officer | Title: | Executive Chairman | |
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