{"url_path":"/sec/dmaa/8-k/2026-07-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/2028614/0001213900-26-079678-index.html","accession_number":"0001213900-26-079678","cik":"0002028614","ticker":"DMAA","issuer_name":"Drugs Made In America Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2028614/0001213900-26-079678-index.html","primary_entity_key":"0002028614","primary_entity_name":"Drugs Made In America Acquisition Corp."},"word_count":2182,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n** **\n\n**Amendment to Merger Agreement**\n\n \n\nAs previously disclosed, on April 29, 2026, Drugs\nMade In America Acquisition Corp., a Cayman Islands exempted company (the “Company” or “DMAA”), entered into a\nDefinitive Merger Agreement (the “Merger Agreement”) with Power Analytics Global Corp, a Delaware corporation engaged in the\nbusiness of artificial intelligence, advanced analytics and quantum-resistant security solutions (“PAGC”). As previously disclosed,\nthe Merger Agreement was subsequently amended by Amendments No. 1 and No. 2. The Merger Agreement, as amended, provides for a business\ncombination pursuant to which PAGC will merge with and into the Company (or a wholly-owned subsidiary of the Company, as may be mutually\nagreed by the parties), with the surviving entity continuing as the Company’s combined operating business following the closing\n(the “Merger”). Following the consummation of the Merger, the surviving entity is intended to operate as a publicly traded\ncompany on The Nasdaq Stock Market LLC.\n\n \n\nOn July 14, 2026, the Boards of Directors of the\nCompany and PAGC approved a third amendment to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated\nherein by reference. The purpose of Amendment No. 3 was as follows:\n\n \n\n**Former Sponsor/Founder Share Treatment**\n\n \n\nThe Company agreed to: (i) cause the former sponsor\nentity 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\nif 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\nperiod commencing after the closing, with unvested shares forfeited on the fifth anniversary of the closing), (ii) cause the sponsor’s\n430,000 private placement rights to be surrendered for no consideration and the 45,092 ordinary shares corresponding to the unfunded portion\nof the sponsor’s private placement subscription to be cancelled and (iii) obtain lock-up agreements from any other holders of founder\nshares and to surrender any rights to receive shares of Company ordinary shares to the extent any are owned.\n\n \n\n**Treatment of Rights**\n\n \n\nThe Company agreed, prior to or concurrently with\nthe mailing of the definitive proxy statement/prospectus and with PAGC’s consent, to commence one of (i) a cash tender offer for\nall 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\nthan the Trust Account, (ii) an exchange offer on economically equivalent terms, or (iii) a consent solicitation to amend the Rights Agreement\nto provide for cash settlement or a reduced conversion ratio; rights not tendered, exchanged or amended will remain outstanding and convert\nin accordance with their terms.\n\n \n\n**Calculation of Merger Consideration**\n\n \n\nThe parties also agreed to amend the provisions\nof the Merger Agreement governing the exchange of Company shares and the exchange ratio so that all per-share computations are calculated\nby reference to the Company’s fully diluted shares outstanding.\n\n \n\n**Financing**\n\n \n\nCertain other provisions were amended to permit\nadditional financings prior to the closing of the transaction.\n\n \n\n**Potential Additional Target; Contingent\nAmendment No. 4**\n\n \n\nThe parties are in negotiations with a third company\nregarding a potential three-party business combination, pursuant to which such additional target would merge with a newly formed merger\nsubsidiary of the Company and become a wholly-owned subsidiary of the Company alongside PAGC, with the Company remaining the publicly\ntraded parent. Amendment No. 3 pre-approves the form of a contingent Amendment No. 4 to the Merger Agreement, which will become effective\nonly if, on or before September 30, 2026, a definitive letter of intent is executed, the additional target is designated by the parties\nand executes a joinder, and the other conditions to effectiveness set forth therein are satisfied; if those conditions are not satisfied\nby such date, the contingent amendment will be void and the parties will proceed with the business combination on the basis of the Merger\nAgreement as amended.\n\n \n\n**Minimum Cash**\n\n \n\nThe minimum-cash provisions of the Merger Agreement\nwere 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\nand ownership consequences at defined available-cash levels.\n\n \n\n**Related-Party Matters**\n\n \n\nAs previously disclosed, PAGC and BV Advisory\nPartners, LLC are under common principal ownership, and the business combination accordingly constitutes an affiliated business combination\nfor purposes of the Company’s governing documents, IPO prospectus commitments, and applicable disclosure rules. Amendment No. 3\nimplements related-party protections in respect of this previously disclosed affiliation, including a condition to the Company’s\nobligation to consummate the closing that its board of directors receive an opinion of an independent investment banking firm or independent\nvaluation firm to the effect that the business combination is fair, from a financial point of view, to the Company and/or its unaffiliated\nshareholders, and a requirement that specified determinations under the amendment be made by, or at the direction of, the Company’s\nindependent and disinterested directors.\n\n \n\n1\n\n \n\n \n\n**Additional Information**\n\n \n\nThe foregoing description of the Merger Agreement\nand 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\nCurrent Report on Form 8-K and incorporated by reference herein. The representations, warranties and covenants of the parties contained\nin the Merger Agreement and the Amendments have been made solely for the benefit of the parties thereto. In addition, such representations,\nwarranties and covenants (i) have been made only for purposes of the Merger Agreement and the Amendments, (ii) have been qualified by\nconfidential disclosures made in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the\nMerger 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\n(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\nrisk between the contracting parties rather than establishing matters of fact. Accordingly, the Merger Agreement and the Amendments are\nfiled with this Current Report on Form 8-K only to provide investors with information regarding the terms of the Merger Agreement and\nthe Amendments, and not to provide investors with any other factual information regarding the Company or PAGC, their respective affiliates,\nor their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof\nas characterizations of the actual state of facts or condition of the Company, PAGC, their respective affiliates or their respective businesses.\nMoreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the\nMerger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.\n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K contains “forward-looking\nstatements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act\nof 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”\n“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”\n“seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not\nstatements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Merger and\nthe parties’ ability to consummate the transactions contemplated by the Merger Agreement, the expected ownership of the surviving\nentity, the anticipated valuation of PAGC, the timing of closing, anticipated benefits of the Merger, and anticipated financial and operational\nresults of the surviving entity. These statements are based on various assumptions, whether or not identified in this Current Report on\nForm 8-K, and on the current expectations of the management of DMAA and PAGC and are not predictions of actual performance. These forward-looking\nstatements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as,\na guarantee, an assurance, a prediction or a definitive statement of fact or probability.\n\n \n\nActual events and circumstances are difficult\nor impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DMAA and PAGC.\nThese forward-looking statements are subject to a number of risks and uncertainties, including, among others: (i) the risk that the Merger\nmay 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\ndeadline; (iii) the failure to satisfy the conditions to the consummation of the Merger, including the approval of the Merger Agreement\nby DMAA’s shareholders; (iv) failure to obtain a sufficient minimum cash amount at closing as a result of redemptions or otherwise;\n(v) the inability to complete a PIPE financing or other capital raising transactions on terms reasonably acceptable to the parties or\nat all; (vi) the risk that the contingent three-party structure described above does not become effective or is delayed; (vii) the effect\nof the announcement or pendency of the Merger on PAGC’s business or employee relationships; (viii) the outcome of any legal proceedings\nthat may be instituted against DMAA or PAGC; (ix) the ability of the surviving entity to obtain or maintain the listing of its securities\non Nasdaq following the Merger; and (x) other risks and uncertainties indicated from time to time in DMAA’s filings with the SEC,\nincluding those under “Risk Factors” in DMAA’s most recent Annual Report on Form 10-K and subsequent SEC filings, and\nin the Registration Statement to be filed in connection with the Merger.\n\n \n\nNothing in this Current Report on Form 8-K should\nbe regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the\ncontemplated results of such forward-looking statements will be achieved. Readers should not place undue reliance on forward-looking statements,\nwhich speak only as of the date hereof. Neither DMAA nor PAGC undertakes any duty to update these forward-looking statements, except as\nmay be required by law.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on Form 8-K is not intended\nto and does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the\nMerger 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\nentity, or any of their respective affiliates. No offer of securities shall be made except by means of a prospectus meeting the requirements\nof Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. No offer, solicitation or sale\nwill be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.\n\n \n\n2\n\n \n\n  \n\n**Important Information About the Merger and Where to Find It**\n\n \n\nIn connection with the Merger, DMAA intends to\nfile with the SEC a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy\nstatement of DMAA and a prospectus relating to the offer of the surviving entity’s securities to be issued in connection with the\nMerger. After the Registration Statement is declared effective by the SEC, DMAA will mail a definitive proxy statement/prospectus to its\nshareholders. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Merger\nand is not intended to form the basis of any investment decision or any other decision in respect of the Merger. DMAA’s shareholders\nand other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto\nand the definitive proxy statement/prospectus, as well as other documents filed with the SEC in connection with the Merger, as these materials\nwill contain important information about DMAA, PAGC and the Merger. When available, the definitive proxy statement/prospectus and other\nrelevant materials for the Merger will be mailed to shareholders of DMAA as of a record date to be established for voting on the Merger.\nShareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus\nand other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request\nto: Drugs Made In America Acquisition Corp., 420 Lexington Avenue, Suite 1402, New York, NY 10170.\n\n \n\n**Participants in the Solicitation**\n\n \n\nDMAA, PAGC and their respective directors and\nexecutive officers may be considered participants in the solicitation of proxies from DMAA’s shareholders with respect to the Merger.\nA list of the names of those directors and executive officers and a description of their interests in DMAA will be contained in the Registration\nStatement and the proxy statement/prospectus to be filed in connection with the Merger when it becomes available. Information regarding\nthe persons who may, under the rules of the SEC, be deemed participants in the solicitation of DMAA’s shareholders in connection\nwith 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\ndocuments from the sources indicated above."}