Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Background

As previously disclosed, 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 "Original 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 Original Agreement was amended by Amendment No. 1 dated April 30, 2026, Amendment No. 2 dated April 30, 2026 and Omnibus Amendment No. 3 dated July 14, 2026 (together with the Original Agreement, the "Existing Agreement"). The Original Agreement, Amendment No. 1 and Amendment No. 2 were filed as Exhibits 2.1, 2.2 and 2.3 to the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on May 5, 2026, and Omnibus Amendment No. 3 was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on July 20, 2026.

Amended and Restated Definitive Merger Agreement

On September 8, 2026, following approval by the Company's board of directors (the "Board"), the Company and PAGC entered into an Amended and Restated Definitive Merger Agreement (the "A&R Merger Agreement"), which amends and restates the Existing Agreement in its entirety with effect from September 8, 2026 (the "Agreement Date"). The A&R Merger Agreement is not a novation of the Existing Agreement; the rights and obligations of the parties in respect of the period prior to the Agreement Date continue to be governed by the Existing Agreement. A Delaware corporation to be formed as a wholly-owned subsidiary of the Company ("Merger Sub") will become a party to the A&R Merger Agreement upon execution of a joinder, which the Company has agreed to procure prior to the filing of the Registration Statement (as defined below). Until the joinder is delivered, the Company is responsible for the performance of Merger Sub's obligations.

The A&R Merger Agreement (i) records the transaction as a single-target combination with PAGC, inclusive of APQC Inc (as described below), (ii) fixes the structure of the transaction as a domestication of the Company to Delaware followed by a merger of Merger Sub with and into PAGC, (iii) replaces the valuation milestone framework of the Existing Agreement with an agreed, fixed Closing Valuation, (iv) conforms the consideration mechanics accordingly and (v) restates the remaining provisions of the Existing Agreement in a single instrument. The material terms of the A&R Merger Agreement are summarized below.

Single Target; APQC Acquisition

The Merger (as defined below) is a combination with PAGC alone; no additional target joins the A&R Merger Agreement and the Merger is not cross-conditioned on any other acquisition. PAGC has entered into a Letter of Intent dated July 23, 2026, as amended by Amendment No. 1 thereto dated August 22, 2026 and Amendment No. 2 thereto (as so amended, the "APQC LOI"), with APQC Inc, a Delaware corporation ("APQC"), and its principal, providing for the acquisition by PAGC of one hundred percent (100%) of the issued and outstanding capital stock of APQC and of the UltraSolar intellectual property and related intellectual property described therein (the "APQC Acquisition"). The parties intend that the APQC Acquisition be completed prior to the closing of the Merger (the "Closing"), such that PAGC comes to the Merger inclusive of APQC as a single target. PAGC has agreed to use its reasonable best efforts to complete the APQC Acquisition prior to the Closing and to deliver to the Company evidence that (a) Amendment No. 2 to the APQC LOI has been executed, (b) the corporate approvals of APQC adopting the APQC LOI have been passed and (c) the patents and patent applications comprised in the UltraSolar intellectual property have been assigned to and are held of record by APQC (or, following the APQC Acquisition, by PAGC), with assignments recorded at the United States Patent and Trademark Office and each other applicable patent office. Completion of the APQC Acquisition is a condition to the Company's obligation to close. PAGC may not amend, waive or terminate the APQC LOI without the Company's prior written consent.