10/21/2026 | Press release | Distributed by Public on 10/21/2026 15:27
Item 1.01 Entry into a Material Definitive Agreement.
On October 13, 2026, Drugs Made In America Acquisition Corp. (the "Company") and Power Analytics Global Corp, a Delaware corporation ("PAGC"), entered into Amendment No. 1 (the "Amendment") to their Amended and Restated Definitive Merger Agreement dated as of September 8, 2026 (the "Merger Agreement"). The Amendment was approved by the boards of directors of both parties.
Standalone Closing Valuation
The Merger Agreement provides for a Closing Valuation of US$2,850,000,000, determined on an asset basis and including PAGC's proposed acquisition of APQC Inc and the UltraSolar intellectual property (the "APQC Acquisition"), and makes completion of the APQC Acquisition a condition to closing.
Under the Amendment, the Closing Valuation automatically becomes US$1,710,000,000 for PAGC on a standalone basis (the "Standalone Closing Valuation"), without further action by either party, upon the earliest of the following (a "Reversion Event"):
| (a) | the APQC Acquisition not having been completed on or before November 1, 2026; |
| (b) | termination of the definitive agreement for the APQC Acquisition; or |
| (c) | delivery to PAGC of a written determination by the Company's independent directors that the APQC Acquisition cannot be completed. |
The Standalone Closing Valuation includes PAGC's existing business, assets and intellectual property owned as of October 13, 2026, and excludes the APQC Acquisition, the UltraSolar intellectual property and any other asset not owned by PAGC on that date. The Merger Consideration will be calculated at the Reference Price under the Merger Agreement and paid in full at closing in shares of the Company, with no earnout or other contingent consideration.
Following a Reversion Event, the condition to closing requiring completion of the APQC Acquisition, and the Company's right to terminate the Merger Agreement if the APQC Acquisition is not completed by December 31, 2026, will be deleted. A Reversion Event will not itself give either party a right to terminate the Merger Agreement. If the APQC Acquisition is completed on or before November 1, 2026, and no other Reversion Event occurs, the Merger Agreement will continue on its existing valuation terms, subject to the fairness opinion and cooperation provisions of the Amendment.
Later Addition of APQC and Other Assets
Following a Reversion Event and before closing, the parties may increase the Closing Valuation to reflect the independently appraised value of the APQC Acquisition, the UltraSolar or PolariQon intellectual property or other assets subsequently acquired by PAGC, only by a further written amendment to the Merger Agreement approved by the Company's independent directors and supported by a supplemental fairness opinion. Any additional Merger Consideration would be paid in shares of the Company at the Reference Price. Until such an amendment becomes effective, the Standalone Closing Valuation applies. Assets already included in the Standalone Closing Valuation may not be valued again or added to increase the Merger Consideration.
After closing, any acquisition of such assets by the combined company from former PAGC stockholders or their affiliates would be a related-party transaction requiring the approval of the combined company's independent directors, at a price not exceeding independently appraised value, and would not increase the Merger Consideration. The Closing Valuation, together with the value of all such added or acquired assets, may not exceed US$2,850,000,000. That limit does not apply to acquisitions by the combined company from unrelated parties.