Material Agreement (Form 8-K)

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.