Recent Updates — DMAAR

Drugs Made In America Acquisition Corp. and Power Analytics Global Corp entered into Amendment No. 1 to their Merger Agreement, establishing a Standalone Closing Valuation of US$1.71 billion if the proposed acquisition of APQC Inc is not completed by November 1, 2026. The amendment removes the APQC completion condition upon such a Reversion Event and appoints Joel A. Gallo as independent evaluator to provide a fairness opinion for the standalone valuation. The prior engagement was terminated because the required intellectual property valuation necessitated a dual opinion structure. This transaction involves a blank check company seeking to merge with an analytics firm.

Drugs Made In America Acquisition Corp. entered into an Amended and Restated Definitive Merger Agreement with Power Analytics Global Corp., fixing the transaction's closing valuation at $2,850,000,000. The deal structures a domestication of the SPAC to Delaware followed by a merger where PAGC survives as a wholly-owned subsidiary. Consideration consists of up to 265,116,279 new shares based on a reference price of at least $10.75. A key condition is PAGC's prior acquisition of APQC Inc., including its UltraSolar intellectual property. The transaction requires shareholder approval and the delivery of a fairness opinion from Newbridge Securities Corporation. Drugs Made In America Acquisition Corp. operates as a blank check company seeking to combine with a target in the artificial intelligence, advanced analytics, and quantum-resistant security solutions industry.

Drugs Made In America Acquisition Corp. approved a third amendment to its merger agreement with Power Analytics Global Corp. Key changes include the former sponsor forfeiting at least 50% of founder shares and surrendering 430,000 private placement rights. The company will initiate a cash tender offer for publicly held rights at $0.25 to $0.35 per right, or an exchange offer or consent solicitation. The amendment also establishes a target minimum cash of $30 million and a floor of $15 million, and introduces a potential three-party business combination contingent on a letter of intent by September 30, 2026. This is a special purpose acquisition company (SPAC) operating in the healthcare and technology sectors.