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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
April 29, 2026
DRUGS MADE IN AMERICA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42467 |
|
99-2394788 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
420 Lexington Avenue, Suite 1402
New York, NY 10170
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (646) 726-7074
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 |
| Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one Right to receive one-eighth (1/8) of an Ordinary Share |
|
DMAAU |
|
The Nasdaq Stock Market LLC |
| Ordinary Shares |
|
DMAA |
|
The Nasdaq Stock Market LLC |
| Rights |
|
DMAAR |
|
The Nasdaq Stock Market LLC |
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.
Definitive Merger Agreement
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”). The Merger Agreement 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.
Merger Consideration and Valuation Milestone Schedule
At the effective time of the Merger, each outstanding
share of PAGC capital stock will be cancelled and converted into the right to receive a number of shares of common stock of the surviving
entity, calculated based on the exchange ratio determined in accordance with the Merger Agreement. The Merger Agreement contemplates a
target enterprise valuation of PAGC of $1.0 billion, subject to a Valuation Milestone Schedule based on the aggregate value of verified,
signed and enforceable revenue contracts delivered by PAGC at or prior to closing. The Merger Agreement also contemplates a Floor Valuation
of $300 million, below which DMAA and PAGC may elect to renegotiate the transaction or terminate the Merger Agreement.
The parties expect that, subject to final capitalization
at closing and the Valuation Milestone Schedule, post-closing ownership of the surviving entity will be approximately 90% held by former
PAGC shareholders and approximately 10% held by existing DMAA shareholders, in each case prior to dilution by any private investment in
public equity (“PIPE”) issuances or other closing-related issuances. The exact exchange ratio and resulting ownership percentages
will be set forth in the Registration Statement to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”)
in connection with the Merger.
Conditions to Closing
The closing of the Merger is subject to the satisfaction
or waiver of customary closing conditions, including (i) approval of the Merger by DMAA’s shareholders, (ii) effectiveness of the
Registration Statement on Form S-4 (or applicable form) to be filed with the SEC, (iii) approval of the surviving entity’s common
stock for listing on a national securities exchange, (iv) the absence of any governmental order prohibiting the consummation of the Merger,
(v) the accuracy of the parties’ representations and warranties and the performance of their respective covenants, in each case
subject to customary materiality qualifiers, (vi) the absence of a Material Adverse Effect with respect to either party, (vii) PAGC’s
closing valuation being at or above the Floor Valuation of $300 million, (viii) PAGC’s satisfaction of a debt-free condition, and
(ix) PAGC’s delivery of an intellectual property schedule and evidence of an active GSA CAGE Code.
Minimum Cash and PIPE Financing
DMAA has agreed to use commercially reasonable efforts
to deliver cash at closing through funds available in its Trust Account (net of redemptions, taxes and expenses) and/or through PIPE financing
or other capital raising arrangements. The parties have acknowledged a target minimum cash level of $30 million, with flexibility to close
at lower levels (but not less than $15 million), subject to corresponding adjustment of valuation, ownership, and the post-closing execution
plan. The amount of cash available at closing may vary depending on redemption levels and market conditions.
Termination
The Merger Agreement may be terminated under certain
circumstances, including (i) by mutual written consent of the parties, (ii) by either party if the closing has not occurred by the date
that is 12 months from the date of the Merger Agreement (subject to extension by mutual agreement for up to two additional three-month
periods), (iii) by either party in the event of a final, non-appealable order or law prohibiting the Merger, (iv) by either party in the
event of a failure of DMAA’s shareholders to approve the Merger, and (v) by either party in the event closing cash is insufficient
to support execution of the business plan, required financing cannot reasonably be secured, or the transaction is not reasonably capable
of completion.
Governance
At closing, the directors and officers of the surviving
entity will be those individuals designated by PAGC, subject to applicable governance, listing and regulatory requirements.
Amendments to Merger Agreement
On April 30, 2026, DMAA and PAGC entered into Amendment
No. 1 to the Merger Agreement (“Amendment No. 1”) for the purpose of correcting certain inconsistencies and incomplete items
in the Merger Agreement prior to public disclosure. Amendment No. 1 (i) revises the governing law and jurisdiction provisions of Section
10.1 and Section 10.2 to provide that the Merger Agreement is governed by the laws of the State of Delaware and that the Court of Chancery
of the State of Delaware (and certain other Delaware courts as set forth therein) shall have exclusive jurisdiction over disputes arising
out of or relating to the Merger Agreement, with DMAA’s internal corporate governance continuing to be governed by the laws of the
Cayman Islands; (ii) clarifies the termination provisions set forth in Section 8.4; and (iii) revises the notice address provisions set
forth in Section 11.1.
Also on April 30, 2026, DMAA and PAGC entered into
Amendment No. 2 to the Merger Agreement (“Amendment No. 2,” and together with Amendment No. 1, the “Amendments”)
for the purpose of completing the notice address provisions set forth in Section 11.1, including the parties’ respective street
addresses and email addresses. Other than as set forth in the Amendments, the Merger Agreement remains in full force and effect.
Additional Information
The foregoing description of the Merger Agreement
and the Amendments is qualified in its entirety by reference to the full text of the Merger Agreement, Amendment No. 1, and Amendment
No. 2, which are filed as Exhibit 2.1, Exhibit 2.2, and Exhibit 2.3, respectively, 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) PAGC’s
failure to deliver verified revenue contracts at the levels required by the Valuation Milestone Schedule; (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.
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 |
|
Definitive Merger Agreement, dated as of April 29, 2026, by and among Drugs Made In America Acquisition Corp. and Power Analytics Global Corp.† |
| 2.2 |
|
Amendment No. 1 to Definitive Merger Agreement, dated as of April 30, 2026, by and among Drugs Made In America Acquisition Corp. and Power Analytics Global Corp. |
| 2.3 |
|
Amendment No. 2 to Definitive Merger Agreement, dated as of April 30, 2026, by and among Drugs Made In America Acquisition Corp. and Power Analytics Global Corp. |
| 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.
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: May 5, 2026 |
|
| |
|
| By: |
/s/ Roger E. Bendelac |
|
| Name: |
Roger E. Bendelac |
|
| Title: |
Chief Executive Officer |
|
