Drugs Made In America Acquisition Corp. (DMAA) filed a Current Report on Form 8-K on October 13, 2026, announcing an amendment to its definitive merger agreement with Power Analytics Global Corp. (PAGC). The amendment, approved by the boards of directors of both companies, adjusts the financial terms of the proposed business combination.
The original agreement provided for a Closing Valuation of $2.85 billion, which included the value of PAGC’s proposed acquisition of APQC Inc. and the UltraSolar intellectual property. Under the terms of the amendment, if the APQC Acquisition is not completed by November 1, 2026, or if the definitive agreement for that acquisition is terminated, the Closing Valuation for PAGC automatically reverts to $1.71 billion. This lower valuation, known as the Standalone Closing Valuation, applies to PAGC’s existing business and assets as of October 13, 2026, excluding the APQC Acquisition and the UltraSolar intellectual property.
The filing details that if a Reversion Event occurs, the condition for closing requiring the APQC Acquisition to be completed is deleted. The parties may still increase the Closing Valuation to reflect the independently appraised value of the APQC Acquisition, UltraSolar, PolariQon intellectual property, or other assets acquired by PAGC before closing, provided the total valuation does not exceed $2.85 billion. Any additional consideration would be paid in shares of DMAA at the Reference Price.
Regarding the fairness opinion required to close the deal, the independent firm previously engaged to provide the opinion terminated its engagement on October 2, 2026, due to the complexity of the intellectual property valuation. On October 12, 2026, DMAA’s independent directors engaged Joel A. Gallo to render a fairness opinion on the Standalone Closing Valuation of $1.71 billion. Mr. Gallo is expected to deliver this opinion on or before October 26, 2026, subject to the timely receipt of requested information.
