Drugs Made In America Announces Amended Merger Agreement with PAGC

What Happened
Drugs Made In America Acquisition Corp. (DMAA) announced an Amended and Restated Definitive Merger Agreement with Power Analytics Global Corp. (PAGC), effective September 8, 2026, which replaces prior merger paperwork. The deal will domesticate DMAA to Delaware and then merge a new DMAA subsidiary into PAGC, with PAGC surviving as a wholly‑owned subsidiary of the public company. The parties agreed a fixed Closing Valuation of $2,850,000,000 for PAGC (inclusive of an intended acquisition of APQC and UltraSolar IP), and the Merger Consideration will be paid in newly issued DMAA common shares determined by dividing that valuation by a Reference Price (no less than $10.75).

Key Details

• Closing Valuation: $2,850,000,000 (fixed).
• Share math: Merger Consideration = Closing Valuation / Reference Price (Reference Price ≥ $10.75), producing a maximum of 265,116,279 Domesticated DMAA Common Shares. No cash paid for fractional shares.
• Cash and financing: Minimum Available Closing Cash required is $15,000,000; target Available Closing Cash is $30,000,000. PIPE financing is permitted but not required and none has been agreed.
• APQC condition: PAGC intends to acquire APQC (and UltraSolar IP) before Closing; completion of that acquisition is a condition to DMAA’s obligation to close and DMAA may terminate if APQC is not completed by Dec 31, 2026.

Why It Matters
This agreement fixes PAGC’s valuation and the share exchange mechanics, so it determines the potential dilution and ownership split between current DMAA holders and former PAGC stockholders (subject to final Reference Price, redemptions and the fully diluted share count). The transaction will convert DMAA from a blank‑check SPAC into a publicly traded holding company of PAGC, with PAGC‑designated directors and officers taking control at Closing. Key closing risks disclosed include shareholder approvals, Nasdaq listing approval, minimum cash requirements, completion and recordation of the APQC acquisition/IP assignments, and delivery of an independent fairness opinion (Newbridge Securities was engaged). These are material conditions investors should watch in filings and the forthcoming S‑4/proxy.