Drugs Made In America Acquisition Corp. 8-K

What Happened
Drugs Made In America Acquisition Corp. (DMAA) filed an 8-K on July 20, 2026 to disclose Amendment No. 3 to its Definitive Merger Agreement with Power Analytics Global Corp. (PAGC). The amendment, approved by both companies’ boards on July 14, 2026, revises founder-share treatment, rights treatment, merger-consideration calculations, minimum cash requirements, and related-party protections. The parties also agreed procedures to permit additional financings before closing and pre-approved a contingent Amendment No. 4 for a possible three‑party deal if a third target is added by September 30, 2026. The surviving company is intended to operate as a publicly traded company on Nasdaq after closing.

Key Details

• Founder shares: the former sponsor will forfeit at least 50% of founder shares; remaining shares are subject to earnout vesting (50% vests if closing price ≥ $12.50 for 20 of 30 trading days, and 50% vests if ≥ $15.00 for 20 of 30 trading days); unvested shares forfeit on the fifth anniversary of closing.
• Sponsor rights and shares: sponsor’s 430,000 private placement rights will be surrendered for no consideration and 45,092 ordinary shares (unfunded portion) will be cancelled.
• Rights holders: DMAA agreed to commence, before or with the proxy/prospectus mailing and with PAGC’s consent, one of: (i) a cash tender offer for publicly held rights at $0.25–$0.35 per right (funded from non-Trust sources), (ii) an exchange offer on economically equivalent terms, or (iii) a consent solicitation to permit cash settlement or reduce the conversion ratio.
• Cash and governance protections: minimum-cash target restated to $30,000,000 with a $15,000,000 floor (with an adjustment grid); related‑party protections added because PAGC and BV Advisory Partners, LLC share common ownership, including a condition requiring an independent fairness opinion and specified actions by independent, disinterested directors.

Why It Matters
This amendment changes how founder shares and sponsor economics will be treated and could reduce insider holdings unless earnouts are met, which affects potential post‑closing ownership and dilution. The cash‑for‑rights option and minimum‑cash grid affect how much cash the deal will bring and the terms available at closing; a lower available cash pool could change valuation and ownership outcomes. Related‑party safeguards (independent fairness opinion and independent director approvals) are meant to protect unaffiliated shareholders given the affiliation between PAGC and an advisory firm. The transaction still requires shareholder approvals, adequate cash, any necessary financings, and customary closing conditions — so the merger is not guaranteed.