Business Context and Reporting Period
Company: Drugs Made In America Acquisition Corp. (DMAA)
Filing Type: Form 8-K (Current Report)
Date of Report: July 14, 2026
Subject: Entry into a Material Definitive Agreement (Amendment No. 3 to Merger Agreement)
Target Company: Power Analytics Global Corp (PAGC), a Delaware corporation focused on artificial intelligence, advanced analytics, and quantum-resistant security solutions.
Key Financial Metrics and Transaction Terms
This filing details the terms of a business combination rather than standard operating financial results. Key financial parameters include:
- Minimum Cash Requirements: Restated to a target of $30,000,000 and a floor of $15,000,000, with an adjustment grid for valuation based on available cash levels.
- Founder Share Treatment: The former sponsor must forfeit at least 50% of founder shares. The remainder is subject to earnout vesting (50% at $12.50/share, 50% at $15.00/share) over a 30-trading-day period post-closing.
- Private Placement Rights: Sponsor's 430,000 private placement rights to be surrendered for no consideration; 45,092 ordinary shares corresponding to unfunded subscriptions to be cancelled.
- Public Rights Treatment: Company to commence a cash tender offer (not less than $0.25 and not more than $0.35 per right), an exchange offer, or a consent solicitation prior to the proxy mailing.
- Exchange Ratio Calculation: Amended to reference the Company's fully diluted shares outstanding.
Material Changes and Strategic Developments
Amendment No. 3 introduces significant changes to the original Merger Agreement dated April 29, 2026:
- Related-Party Protections: Acknowledges the affiliated nature of the transaction (PAGC and BV Advisory Partners under common ownership). Requires an independent fairness opinion and determinations by independent directors.
- Contingent Three-Party Structure: Pre-approves a contingent Amendment No. 4 to allow a third company to join the merger. This is effective only if a definitive letter of intent is executed and conditions met by September 30, 2026.
- Financing Flexibility: Provisions amended to permit additional financings prior to closing.
Outlook, Risks, and Management Commentary
Outlook: The surviving entity intends to operate as a publicly traded company on The Nasdaq Stock Market LLC. A definitive proxy statement/prospectus (Form S-4) will be filed with the SEC.
Risks and Contingencies:
- Failure to complete the merger by the business combination deadline.
- Inability to satisfy minimum cash requirements due to redemptions.
- Failure to secure PIPE financing or other capital raising on acceptable terms.
- Risk that the contingent three-party structure does not become effective by the September 30, 2026 deadline.
- Shareholder approval requirements and potential legal proceedings.
Forward-Looking Statements: The filing contains forward-looking statements regarding valuation, timing, and operational results, which are subject to significant risks and uncertainties.
Investor Verification Checklist
- Verify the final terms of the cash tender offer for public rights (price between $0.25 and $0.35).
- Monitor the status of the contingent third-party merger target by the September 30, 2026 deadline.
- Review the upcoming Form S-4 Registration Statement for the definitive proxy statement and prospectus.
- Confirm the independent fairness opinion regarding the affiliated transaction.
- Assess the impact of the 50% founder share forfeiture and earnout structure on post-merger ownership dilution.