Drugs Made In America Acquisition Corp. (DMAA), a special purpose acquisition company, disclosed on July 20, 2026 that its board and the board of Power Analytics Global Corp. (PAGC) approved a third amendment to their definitive merger agreement on July 14. The amendment refines several key economic and procedural terms of the proposed business combination that would take the AI and quantum-security firm public.
Sponsor and Founder Share Restructuring
A central feature of Amendment No. 3 is a significant concession by DMAA’s former sponsor entity. The sponsor agreed to forfeit at least 50% of its founder shares. The remaining founder shares will be subject to an earnout structure: 50% will vest if the combined company’s stock price closes at or above $12.50 for 20 out of any 30 trading days following the closing, and the other 50% will vest at a $15.00 threshold under the same conditions. Any shares that remain unvested five years after the closing will be forfeited. The sponsor also agreed to surrender its 430,000 private placement rights for no consideration and to cancel 45,092 ordinary shares tied to an unfunded portion of its private placement subscription.
Treatment of Public Rights
The amendment requires DMAA to commence, before or alongside the mailing of its definitive proxy statement, one of three actions for its outstanding public rights: a cash tender offer at a price between $0.25 and $0.35 per right, an exchange offer on economically equivalent terms, or a consent solicitation to amend the rights agreement for cash settlement or a reduced conversion ratio. Rights that are not tendered, exchanged, or amended will remain outstanding and convert according to their original terms.
Minimum Cash and Financing Adjustments
The parties restated the minimum cash condition to set a target of $30 million and a floor of $15 million, with an adjustment grid that specifies valuation and ownership consequences at various available cash levels. The amendment also permits additional pre-closing financings, giving the parties more flexibility to meet the cash requirements.
Potential Three-Party Combination
DMAA and PAGC are in negotiations with a third company regarding a three-party business combination. Under this structure, the additional target would merge with a newly formed subsidiary of DMAA and become a wholly-owned subsidiary alongside PAGC, with DMAA remaining the publicly traded parent. Amendment No. 3 pre-approves a contingent fourth amendment that would become effective only if, by September 30, 2026, a definitive letter of intent is executed, the additional target is designated and executes a joinder, and other conditions are satisfied. If those conditions are not met by the deadline, the contingent amendment becomes void and the parties will proceed with the original two-party combination.
Related-Party Protections
Because PAGC and BV Advisory Partners, LLC share common principal ownership, the transaction constitutes an affiliated business combination under DMAA’s governing documents. The amendment formalizes related-party protections, including a condition that DMAA’s board receive a fairness opinion from an independent investment banking or valuation firm before closing, and a requirement that certain determinations be made by DMAA’s independent and disinterested directors.
The filing notes that the merger agreement, as amended, remains subject to shareholder approval, regulatory clearance, and other customary closing conditions. DMAA intends to file a registration statement on Form S-4 that will contain a proxy statement and prospectus with detailed information about the proposed transaction.