Form 8-K

8-K — Drugs Made In America Acquisition Corp.

Accession: 0001213900-26-052324

Filed: 2026-05-05

Period: 2026-04-29

CIK: 0002028614

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0289172-8k425_drugs.htm (Primary)

EX-2.1 — DEFINITIVE MERGER AGREEMENT, DATED AS OF APRIL 29, 2026, BY AND AMONG DRUGS MADE IN AMERICA ACQUISITION CORP. AND POWER ANALYTICS GLOBAL CORP (ea028917201ex2-1.htm)

EX-2.2 — AMENDMENT NO. 1 TO DEFINITIVE MERGER AGREEMENT, DATED AS OF APRIL 30, 2026, BY AND AMONG DRUGS MADE IN AMERICA ACQUISITION CORP. AND POWER ANALYTICS GLOBAL CORP (ea028917201ex2-2.htm)

EX-2.3 — AMENDMENT NO. 2 TO DEFINITIVE MERGER AGREEMENT, DATED AS OF APRIL 30, 2026, BY AND AMONG DRUGS MADE IN AMERICA ACQUISITION CORP. AND POWER ANALYTICS GLOBAL CORP (ea028917201ex2-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange

Act of 1934

Date of Report (Date of earliest event reported):

April 29, 2026

DRUGS MADE IN AMERICA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42467

99-2394788

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

420 Lexington Avenue, Suite 1402

New York, NY 10170

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (646) 726-7074

Not Applicable

(Former name or former address, if changed since last

report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one Right to receive one-eighth (1/8) of an Ordinary Share

DMAAU

The Nasdaq Stock Market LLC

Ordinary Shares

DMAA

The Nasdaq Stock Market LLC

Rights

DMAAR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

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.

Termination

The Merger Agreement may be terminated under certain

circumstances, including (i) by mutual written consent of the parties, (ii) by either party if the closing has not occurred by the date

that is 12 months from the date of the Merger Agreement (subject to extension by mutual agreement for up to two additional three-month

periods), (iii) by either party in the event of a final, non-appealable order or law prohibiting the Merger, (iv) by either party in the

event of a failure of DMAA’s shareholders to approve the Merger, and (v) by either party in the event closing cash is insufficient

to support execution of the business plan, required financing cannot reasonably be secured, or the transaction is not reasonably capable

of completion.

Governance

At closing, the directors and officers of the surviving

entity will be those individuals designated by PAGC, subject to applicable governance, listing and regulatory requirements.

Amendments to Merger Agreement

On April 30, 2026, DMAA and PAGC entered into Amendment

No. 1 to the Merger Agreement (“Amendment No. 1”) for the purpose of correcting certain inconsistencies and incomplete items

in the Merger Agreement prior to public disclosure. Amendment No. 1 (i) revises the governing law and jurisdiction provisions of Section

10.1 and Section 10.2 to provide that the Merger Agreement is governed by the laws of the State of Delaware and that the Court of Chancery

of the State of Delaware (and certain other Delaware courts as set forth therein) shall have exclusive jurisdiction over disputes arising

out of or relating to the Merger Agreement, with DMAA’s internal corporate governance continuing to be governed by the laws of the

Cayman Islands; (ii) clarifies the termination provisions set forth in Section 8.4; and (iii) revises the notice address provisions set

forth in Section 11.1.

Also on April 30, 2026, DMAA and PAGC entered into

Amendment No. 2 to the Merger Agreement (“Amendment No. 2,” and together with Amendment No. 1, the “Amendments”)

for the purpose of completing the notice address provisions set forth in Section 11.1, including the parties’ respective street

addresses and email addresses. Other than as set forth in the Amendments, the Merger Agreement remains in full force and effect.

Additional Information

The foregoing description of the Merger Agreement

and the Amendments is qualified in its entirety by reference to the full text of the Merger Agreement, Amendment No. 1, and Amendment

No. 2, which are filed as Exhibit 2.1, Exhibit 2.2, and Exhibit 2.3, respectively, to this Current Report on Form 8-K and incorporated

by reference herein. The representations, warranties and covenants of the parties contained in the Merger Agreement and the Amendments

have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i) have been

made only for purposes of the Merger Agreement and the Amendments, (ii) have been qualified by confidential disclosures made in connection

with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement which may differ from what

may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement (or such other date or dates as may

be specified therein) and (v) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties

rather than establishing matters of fact. Accordingly, the Merger Agreement and the Amendments are filed with this Current Report on Form

8-K only to provide investors with information regarding the terms of the Merger Agreement and the Amendments, and not to provide investors

with any other factual information regarding the Company or PAGC, their respective affiliates, or their respective businesses. Investors

should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state

of facts or condition of the Company, PAGC, their respective affiliates or their respective businesses. Moreover, information concerning

the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent

information may or may not be fully reflected in the Company’s public disclosures.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking

statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act

of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”

“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”

“seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not

statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Merger and

the parties’ ability to consummate the transactions contemplated by the Merger Agreement, the expected ownership of the surviving

entity, the anticipated valuation of PAGC, the timing of closing, anticipated benefits of the Merger, and anticipated financial and operational

results of the surviving entity. These statements are based on various assumptions, whether or not identified in this Current Report on

Form 8-K, and on the current expectations of the management of DMAA and PAGC and are not predictions of actual performance. These forward-looking

statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as,

a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Actual events and circumstances are difficult or impossible

to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DMAA and PAGC. These forward-looking

statements are subject to a number of risks and uncertainties, including, among others: (i) the risk that the Merger may not be completed

in a timely manner or at all; (ii) the risk that the Merger may not be completed by DMAA’s business combination deadline; (iii)

the failure to satisfy the conditions to the consummation of the Merger, including the approval of the Merger Agreement by DMAA’s

shareholders; (iv) failure to obtain a sufficient minimum cash amount at closing as a result of redemptions or otherwise; (v) the inability

to complete a PIPE financing or other capital raising transactions on terms reasonably acceptable to the parties or at all; (vi) PAGC’s

failure to deliver verified revenue contracts at the levels required by the Valuation Milestone Schedule; (vii) the effect of the announcement

or pendency of the Merger on PAGC’s business or employee relationships; (viii) the outcome of any legal proceedings that may be

instituted against DMAA or PAGC; (ix) the ability of the surviving entity to obtain or maintain the listing of its securities on Nasdaq

following the Merger; and (x) other risks and uncertainties indicated from time to time in DMAA’s filings with the SEC, including

those under “Risk Factors” in DMAA’s most recent Annual Report on Form 10-K and subsequent SEC filings, and in the Registration

Statement to be filed in connection with the Merger.

Nothing in this Current Report on Form 8-K should

be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the

contemplated results of such forward-looking statements will be achieved. Readers should not place undue reliance on forward-looking statements,

which speak only as of the date hereof. Neither DMAA nor PAGC undertakes any duty to update these forward-looking statements, except as

may be required by law.

No Offer or Solicitation

This Current Report on Form 8-K is not intended to

and does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Merger

or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of DMAA, PAGC, the surviving

entity, or any of their respective affiliates. No offer of securities shall be made except by means of a prospectus meeting the requirements

of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. No offer, solicitation or sale

will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Important Information About the Merger and Where to Find It

In connection with the Merger, DMAA intends to file

with the SEC a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement

of DMAA and a prospectus relating to the offer of the surviving entity’s securities to be issued in connection with the Merger.

After the Registration Statement is declared effective by the SEC, DMAA will mail a definitive proxy statement/prospectus to its shareholders.

This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Merger and is not intended

to form the basis of any investment decision or any other decision in respect of the Merger. DMAA’s shareholders and other interested

persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive

proxy statement/prospectus, as well as other documents filed with the SEC in connection with the Merger, as these materials will contain

important information about DMAA, PAGC and the Merger. When available, the definitive proxy statement/prospectus and other relevant materials

for the Merger will be mailed to shareholders of DMAA as of a record date to be established for voting on the Merger. Shareholders will

also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents

filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Drugs Made

In America Acquisition Corp., 420 Lexington Avenue, Suite 1402, New York, NY 10170.

Participants in the Solicitation

DMAA, PAGC and their respective directors and executive

officers may be considered participants in the solicitation of proxies from DMAA’s shareholders with respect to the Merger. A list

of the names of those directors and executive officers and a description of their interests in DMAA will be contained in the Registration

Statement and the proxy statement/prospectus to be filed in connection with the Merger when it becomes available. Information regarding

the persons who may, under the rules of the SEC, be deemed participants in the solicitation of DMAA’s shareholders in connection

with the Merger will be set forth in the proxy statement/prospectus when it is filed with the SEC. You may obtain free copies of these

documents from the sources indicated above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

2.1

Definitive Merger Agreement, dated as of April 29, 2026, by and among Drugs Made In America Acquisition Corp. and Power Analytics Global Corp.†

2.2

Amendment No. 1 to Definitive Merger Agreement, dated as of April 30, 2026, by and among Drugs Made In America Acquisition Corp. and Power Analytics Global Corp.

2.3

Amendment No. 2 to Definitive Merger Agreement, dated as of April 30, 2026, by and among Drugs Made In America Acquisition Corp. and Power Analytics Global Corp.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Certain schedules and exhibits to this Exhibit have been omitted

pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedule or exhibit to the

SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DRUGS MADE IN AMERICA ACQUISITION CORP.

Date: May 5, 2026

By:

/s/ Roger E. Bendelac

Name:

Roger E. Bendelac

Title:

Chief Executive Officer

EX-2.1 — DEFINITIVE MERGER AGREEMENT, DATED AS OF APRIL 29, 2026, BY AND AMONG DRUGS MADE IN AMERICA ACQUISITION CORP. AND POWER ANALYTICS GLOBAL CORP

EX-2.1

Filename: ea028917201ex2-1.htm · Sequence: 2

Exhibit 2.1

DEFINITIVE

MERGER

AGREEMENT

and Among

DRUGS

MADE IN AMERICA (DMAA)

Publicly Traded Special Purpose Acquisition Company

(the

“Acquiror” or “SPAC”)

and

POWER

ANALYTICS GLOBAL CORP (PAGC)

Private AI and Analytics Company

(the

“Target” or “PAGC”)

Dated:

April 29, 2026

EXECUTION

VERSION

This

document constitutes a legally binding agreement subject to the terms and conditions set forth herein.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 1

TABLE

OF CONTENTS

TABLE OF CONTENTS

RECITALS

ARTICLE I — DEFINITIONS

ARTICLE II — MERGER

STRUCTURE

Section 2.1 The

Merger

Section 2.2 Organizational

Documents

Section 2.3 Directors

and Officers

Section 2.4 Valuation

Milestone Schedule

Section 2.5 Floor

Valuation and Termination Right

Section 2.6 Effects

of the Merger

ARTICLE III — CONSIDERATION

AND EXCHANGE

Section 3.1 Conversion

of PAGC Shares

Section 3.2 Exchange

Ratio

Section 3.3 PIPE

Adjustments

Section 3.4 No

Fractional Shares

Section 3.5 DMAA

Trust Account Release

ARTICLE IV — CLOSING

Section 4.1 Closing

Date

Section 4.2 Actions

at Closing

Section 4.3 Termination

of SPAC Status

ARTICLE V — REPRESENTATIONS

AND WARRANTIES OF PAGC

Section 5.1 Organization

and Good Standing

Section 5.2 Authorization

and Binding Obligation

Section 5.3 Capitalization

Section 5.4 Intellectual

Property

Section 5.5 GSA

CAGE Code

Section 5.6 Debt-Free

Condition

Section 5.7 Revenue

Contracts

Section 5.8 Financial

Statements

Section 5.9 Absence

of Material Adverse Effect

Section 5.10 Compliance

with Laws

Section 5.11 Litigation

Section 5.12 Brokers

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 2

ARTICLE VI —

REPRESENTATIONS AND WARRANTIES OF DMAA

Section 6.1 Organization

and Good Standing

Section 6.2 Authorization

and Binding Obligation

Section 6.3 SPAC

Status and Trust Account

Section 6.4 SEC

Compliance

Section 6.5 Minimum

Cash Representation

Section 6.6 No

Claim Against Trust

Section 6.7 Absence

of Material Adverse Effect

Section 6.8 Brokers

ARTICLE VII — COVENANTS

Section 7.1 Pre-Closing

Covenants of PAGC

Section 7.2 Conditions

to DMAA’s Obligation to Close

Section 7.3 Conditions

to PAGC’s Obligation to Close

Section 7.4 Mutual

Conditions to Closing

Section 7.5 DMAA

Stockholder Approval

Section 7.6 PIPE

Financing

ARTICLE VIII — TERMINATION

RIGHTS

Section 8.1 Termination

by Mutual Consent

Section 8.2 Termination

by Either Party

Section 8.3 Termination

by DMAA

Section 8.4 Termination

by PAGC

Section 8.5 Effect

of Termination

ARTICLE IX — INDEMNIFICATION

Section 9.1 Indemnification

by PAGC

Section 9.2 Indemnification

by DMAA

Section 9.3 Indemnification

Limitations

Section 9.4 Indemnification

Procedure

ARTICLE X — GOVERNING

LAW AND DISPUTE RESOLUTION

Section 10.1 Governing

Law

Section 10.2 Jurisdiction

and Venue

Section 10.3 Waiver

of Jury Trial

Section 10.4 Dispute

Resolution

ARTICLE XI — GENERAL

PROVISIONS

Section 11.1 Notices

Section 11.2 Entire

Agreement

Section 11.3 Amendments

Section 11.4 Waiver

Section 11.5 Severability

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 3

Section 11.6

Counterparts

Section 11.7 No

Third-Party Beneficiaries

Section 11.8 Assignment

Section 11.9 Specific

Performance

Section 11.10 Further

Assurances

SIGNATURE PAGE

EXHIBIT A — CAPITALIZATION

TABLE

Section A.1 Pre-Merger

Capitalization

Section A.2 Post-Merger

Capitalization (NEWCO)

EXHIBIT B — PAGC INTELLECTUAL

PROPERTY SCHEDULE & GSA CAGE CODE

Section B.1 Patents

and Patent Applications

Section B.2 Registered

Trademarks and Service Marks

Section B.3 GSA

CAGE Code Documentation

EXHIBIT C — SIGNED

REVENUE CONTRACTS SUMMARY (FY 2026–2027)

Section C.1 Revenue

Contract Summary Schedule

EXHIBIT D — DMAA TRUST

ACCOUNT / PIPE FINANCING CONFIRMATION

Section D.1 Trust

Account Summary

Section D.2 PIPE

Financing Summary

APPENDIX 1 — VALUATION

COMPARABLES (COMPS)

Section 1.1 Private

Funding Round Comparables

Section 1.2 Valuation

Analysis Summary

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 4

RECITALS

THIS

DEFINITIVE MERGER AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereof (the “Agreement

Date”), is entered into by and among:

(i)

DRUGS MADE IN AMERICA, a Special Purpose Acquisition Company (“DMAA” or the “Acquiror”), a publicly traded blank

check company organized and existing under the laws of the Cayman Islands;

(ii)

POWER ANALYTICS GLOBAL CORP, a private corporation organized and existing under the laws of the State of Delaware (“PAGC” or

the “Target”), engaged in the business of artificial intelligence, advanced analytics, and quantum-resistant security solutions;

and

(iii)

POWER ANALYTICS GLOBAL CORP, as the surviving entity and continuing publicly traded company following consummation of the Merger (“NEWCO”

or the “Surviving Entity”).

WHEREAS:

DMAA desires to effect a business combination with PAGC pursuant to which PAGC will merge with and into a subsidiary of DMAA (or directly

into DMAA as mutually agreed), with PAGC continuing as the surviving entity (the “Merger”), pursuant to which all outstanding

equity interests of PAGC will be converted into the right to receive shares of NEWCO common stock;

Following the Merger, the ownership of the Surviving Entity shall be determined based on the final capitalization of the transaction,

including (i) Closing Cash, (ii) PIPE financing, (iii) verified contract value, (iv) DMAA and PAGC shareholders, and (v) any additional

asset contributions, as reflected in the final capitalization table included in the Registration Statement. The Parties expect that,

at full execution of the Valuation Milestone Schedule and subject to final capitalization and capital delivered at Closing, the post-Closing

ownership of the Surviving Entity will be approximately ninety percent (90%) held by former PAGC shareholders and approximately ten percent

(10%) held by existing DMAA shareholders, in each case prior to dilution by any PIPE issuances or other Closing-related issuances.

The Board of Directors of each of DMAA and PAGC has determined that the Merger and related transactions are advisable, fair to, and in

the best interests of their respective companies and stockholders;

The Parties desire to set forth in this Agreement the terms and conditions pursuant to which the Merger will be consummated, including

certain representations, warranties, covenants, and conditions relating thereto;

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 5

The Target’s enterprise value at closing is targeted at ONE BILLION UNITED STATES DOLLARS ($1,000,000,000), subject to the Floor Valuation

and valuation milestones described herein;

DMAA shall 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 acknowledge that the amount of cash

available at Closing may vary depending on redemption levels and market conditions

PAGC shall, at or prior to Closing, shall provide evidence of commercial traction, including executed or substantially negotiated revenue

contracts, which shall be used as part of the valuation framework set forth in the Agreement. PAGC shall, at or prior to Closing, provide

evidence of commercial traction, including executed or substantially negotiated revenue contracts. Such contracts shall be presented

with sufficient detail, including value, timing, and counterparty profile, to support disclosure and evaluation of the transaction.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 6

ARTICLE

I DEFINITIONS

used in this Agreement, the following terms shall have the meanings set forth below:

“Agreement”

means this Definitive Merger Agreement, together with all Exhibits and Appendices attached hereto, as may be amended from time to time

in accordance with the terms hereof.

“Agreement

Date” means the date this Agreement is fully executed by all Parties as reflected on the signature page.

“Acquiror”

means Drugs Made In America (DMAA), a publicly traded Special Purpose Acquisition Company.

“Applicable

Law” means any applicable federal, state, local, or foreign law, statute, regulation, rule, ordinance, order, or decree of any

Governmental Authority.

“Business

Day” means any day other than a Saturday, Sunday, or a day on which commercial banks in New York, New York are required or authorized

to be closed.

“CAGE

Code” means the General Services Administration Commercial and Government Entity Code assigned to PAGC evidencing eligibility

to contract with the United States federal government, as specified in Exhibit B.

“Closing”

means the consummation of the Merger and all transactions contemplated hereby.

“Closing

Date” means the date on which the Closing actually occurs in accordance with Article IV of this Agreement.

“Closing

Valuation” means the enterprise valuation of PAGC as of the Closing Date, targeted at One Billion United States Dollars ($1,000,000,000)

subject to the Valuation Milestone Schedule set forth in Section 2.4.

“Contract

Revenue Condition” means the requirement that PAGC deliver, at or prior to Closing, shall provide evidence of commercial traction,

including executed or substantially negotiated revenue contracts, which shall be used as part of the valuation framework set forth in

the Agreement and shall not constitute an independent condition to Closing.

“Debt-Free

Condition” means the requirement that PAGC be free of all material indebtedness at Closing, or deliver a payoff and debt satisfaction

schedule as set forth in Exhibit A.

“DMAA”

means Drugs Made In America, a publicly traded Special Purpose Acquisition Company and the Acquiror hereunder.

“DMAA

Minimum Cash Condition” DMAA shall 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

acknowledge that the amount of cash available at Closing may vary depending on redemption levels and market conditions.

“Effective

Time” means the time at which the Certificate of Merger is filed with the Secretary of State of the State of Delaware (or such

later time specified in the Certificate of Merger).

“Exchange

Ratio” means the ratio at which shares of PAGC capital stock are exchanged for shares of NEWCO common stock, as determined pursuant

to Article III hereof.

“Floor

Valuation” means milestone based and/or Three Hundred Million United States Dollars ($300,000,000), representing the minimum

acceptable enterprise valuation of PAGC at Closing; if PAGC’s enterprise valuation falls below the Floor Valuation at Closing, DMAA may

exercise its right to renegotiate the transaction and/or termination right pursuant to Section 10.1(d).

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 7

“Governmental

Authority” means any federal, state, local, or foreign government or subdivision thereof, or any agency, bureau, board, commission,

court, department, official, tribunal, or other instrumentality of government.

“IP

Schedule” means the schedule of intellectual property set forth in Exhibit B, including all patents, patent applications, pending

patents, software source code, proprietary algorithms, AI/ML models, and quantum-resistant security IP.

“Material

Adverse Effect” or “MAE” means any effect, event, development, change, or occurrence that, individually or in the

aggregate, has had or would reasonably be expected to have a material adverse effect on the business, operations, financial condition,

assets, or liabilities of PAGC.

“Merger”

means the merger of PAGC with and into a wholly-owned subsidiary of DMAA (or directly into DMAA as mutually agreed), with PAGC as the

surviving entity, pursuant to the terms and conditions of this Agreement and Applicable Law.

“NEWCO”

means Power Analytics Global Corp (PAGC), as the surviving and continuing publicly traded entity following consummation of the Merger.

“NEWCO

Common Stock” means the authorized common stock of NEWCO to be issued in connection with the Merger.

“PAGC”

means Power Analytics Global Corp, a private AI and analytics company and the Target hereunder.

“PAGC

Shareholders” means the holders of PAGC equity interests immediately prior to the Effective Time.

“PIPE”

means a Private Investment in Public Equity financing transaction arranged by or with the assistance of DMAA for the purpose of satisfying

the DMAA Minimum Cash Condition.

“PIPE

Investors” means accredited investors and institutional investors participating in any PIPE transaction arranged in connection

with the Merger.

“Representations

and Warranties” means the representations and warranties made by each Party as set forth in Articles V and VI of this Agreement.

“Target”

means Power Analytics Global Corp (PAGC), as the Target in the Merger.

“Trust

Account” means the trust account established by DMAA in connection with its initial public offering, from which funds will be

released at Closing.

“Valuation

Milestone Schedule” means the schedule set forth in Section 2.4 establishing the enterprise valuation of PAGC at Closing based

on verified revenue contract milestones.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 8

ARTICLE

II MERGER STRUCTURE

Section

2.1 The Merger

Upon

the terms and subject to the conditions set forth in this Agreement and in accordance with Applicable Law, at the Effective Time, PAGC

shall merge with and into DMAA, or with a newly formed, wholly-owned subsidiary of DMAA (“Merger Sub”) as mutually agreed in

writing by the Parties, with DMAA (or, if applicable, Merger Sub) surviving the Merger as the continuing legal entity (the “Surviving

Entity”). Following the Effective Time, DMAA shall remain the publicly traded entity and the Surviving Entity shall continue the

combined business of DMAA and PAGC. References in this Agreement to “NEWCO” shall mean the Surviving Entity following the

Effective Time.

Section

2.2 Organizational Documents

the Effective Time, the Memorandum and Articles of Association (and any other organizational documents) of DMAA, as in effect immediately

prior to the Effective Time, shall continue as the organizational documents of the Surviving Entity, as may be amended in connection

with Closing to reflect the post-Closing capitalization, governance, and corporate name agreed by the Parties, and as thereafter amended

in accordance with Applicable Law.

Section

2.3 Directors and Officers

the Effective Time, the directors and officers of the Surviving Entity shall be those individuals designated by PAGC, who shall constitute

the initial directors and officers of the Surviving Entity following the Closing, until their successors are duly elected and qualified

or until their earlier death, resignation, or removal in accordance with Applicable Law and the Surviving Entity’s organizational

documents. The Parties acknowledge that, as DMAA is a special purpose acquisition company, PAGC is contributing the operating business

and management expertise to the combined entity, and the post-Closing leadership of the Surviving Entity shall accordingly be drawn from

PAGC’s designees, subject to applicable governance, listing, and regulatory requirements.

Section

2.4 Valuation Milestone Schedule

The

Parties acknowledge and agree that PAGC’s enterprise valuation is targeted at One Billion United States Dollars ($1,000,000,000),

subject to customary due diligence, verification of revenue contracts, and capital available at Closing. The enterprise valuation of

PAGC shall be determined based on both (i) verified contract value and (ii) capital available at Closing sufficient to support execution

of such contracts. The enterprise valuation of PAGC for purposes of determining the Exchange Ratio and the relative ownership of the

Surviving Entity shall be established in accordance with the following milestone schedule, based on the total value of verified, signed,

and enforceable revenue contracts delivered by PAGC at or prior to Closing (the “Verified Contract Value and Closing Capital”):

Verified

Contract Value

PAGC

Enterprise

Valuation

PAGC

Equity

(NEWCO)

DMAA

Equity

(NEWCO)

$15M – $25M

$300,000,000

TBD

$25M – $50M

Up to $500,000,000

TBD

$50M – $75M

Up to $750,000,000

TBD

$75M+ / Full Execution

$1,000,000,000 (TARGET)

TBD

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 9

For

the avoidance of doubt, in all milestone scenarios, it’s intended that PAGC and DMAA shall come to a mutually agreed Shareholders

split of the total issued and outstanding equity of NEWCO, subject to dilution by any PIPE issuances as set forth in Section 3.3.

Section

2.5 Floor Valuation and Termination Right

the enterprise valuation of PAGC, as determined pursuant to Section 2.4, is below the Floor Valuation of Three Hundred Million United

States Dollars ($300,000,000) at Closing, DMAA and PAGC may elect to renegotiate the transaction or terminate this Agreement pursuant

to Section 10.1(d). The Parties acknowledge that the Floor Valuation represents the intended minimum acceptable transaction economics

necessary to justify the Merger for shareholders.

Section

2.6 Effects of the Merger

and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the DGCL and this Agreement.

Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the properties, rights, privileges,

powers, franchises, and interests of PAGC and Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations,

restrictions, disabilities, and duties of PAGC and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities,

and duties of the Surviving Entity.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 10

ARTICLE

III CONSIDERATION AND EXCHANGE

Section

3.1 Conversion of PAGC Shares

the Effective Time, subject to the terms and conditions of this Agreement, each outstanding share of PAGC capital stock (including all

classes and series) shall be automatically cancelled and extinguished and converted into the right to receive a number of shares of NEWCO

Common Stock equal to the Exchange Ratio, as determined in accordance with Section 3.2. From and after the Effective Time, all PAGC shares

shall no longer be outstanding and shall automatically be cancelled.

Section

3.2 Exchange Ratio

The

Exchange Ratio shall be determined as follows:

(a)

The aggregate number of shares of NEWCO Common Stock to be issued to PAGC Shareholders shall equal (TBD) of the total issued and outstanding

shares of NEWCO Common Stock immediately following the Effective Time;

(b)

The aggregate number of shares of NEWCO Common Stock to be issued to (or retained by) DMAA public shareholders shall equal (TBD) of the

total issued and outstanding shares of NEWCO Common Stock immediately following the Effective Time;

(c)

The exact number of shares and per-share exchange ratio shall be calculated and set forth in the final Prospectus / Registration Statement

filed with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Merger, as referenced in Exhibit A (Capitalization

Table).

(d)

The Exchange Ratio and resulting ownership percentages are indicative and shall be adjusted based on final Closing Cash, PIPE financing,

and any additional issuances required to support the transaction and post-closing operations.

Section

3.3 PIPE Adjustments

DMAA

shall have the right, in its sole discretion, to structure, negotiate and execute any PIPE financing. DMAA shall consult PAGC in good

faith regarding material terms. No PIPE shall be entered into on terms materially adverse to PAGC, taking into account market conditions.

To the extent DMAA arranges a PIPE transaction in connection with satisfying the DMAA Minimum Cash Condition, shares issued to PIPE Investors

shall be issued from a newly authorized pool of NEWCO Common Stock. Any PIPE issuances shall dilute all NEWCO shareholders on a pro-rata

basis. The Parties shall negotiate in good faith to ensure the PIPE transaction is structured in a manner that does not adversely affect.

Any PIPE financing shall be reflected in the final capitalization of NEWCO and shall dilute all shareholders on a pro rata basis unless

otherwise agreed.

Section

3.4 No Fractional Shares

fractional shares of NEWCO Common Stock shall be issued in connection with the Merger. Each holder of PAGC shares who would otherwise

be entitled to a fractional share shall receive, in lieu thereof, cash equal to the product of such fraction multiplied by the per-share

value of NEWCO Common Stock at the Effective Time, as determined in good faith by the Board of Directors of NEWCO.

Section

3.5 DMAA Trust Account Release

the Effective Time, DMAA shall cause the release of all amounts held in the Trust Account (net of applicable taxes, redemptions, and

expenses) for application toward the DMAA Minimum Cash Condition and general business purposes of NEWCO following Closing. PAGC acknowledges

that it has no claim against the Trust Account prior to Closing.” In no event shall PAGC or its affiliates have any claim against

the Trust Account prior to the Effective Time except as expressly set forth herein.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 11

ARTICLE

IV CLOSING

Section

4.1 Closing Date

The

Closing shall take place on the date that is three (3) Business Days after all conditions to Closing set forth in Article VII have been

satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction

or waiver of such conditions), unless another time or date is agreed to in writing by the Parties (the “Closing Date”). The

Closing shall take place at such time and place as the Parties may mutually agree, including by remote electronic means.

Section

4.2 Actions at Closing

the Closing, the following actions shall occur, each of which shall be deemed to occur simultaneously:

(a)

The Parties shall execute and deliver all documents, certificates, and instruments required by Article VII;

(b)

DMAA shall cause to be released from the Trust Account all funds necessary to satisfy the DMAA Minimum Cash Condition;

(c)

PAGC shall deliver executed copies of all revenue contracts constituting the Contract Revenue Condition;

(d)

A Certificate of Merger shall be filed with the Secretary of State of the State of Delaware;

(e)

DMAA and PAGC shall execute and deliver all officer certificates, bring-down certificates, legal opinions, and other closing deliverables

as set forth in Article VII; and

(f)

The Exchange Agent shall issue NEWCO Common Stock to PAGC Shareholders in accordance with Article III.

Section

4.3 Termination of SPAC Status

The

parties recognize that DMAA is subject to redemption mechanics, extension requirements, and listing obligations, and agree to cooperate

in good faith to structure the transaction accordingly. Immediately following the Effective Time, DMAA’s status as a blank check company

shall terminate and NEWCO shall operate as a publicly traded operating company on the applicable stock exchange under the ticker symbol

to be determined by the Board of Directors of NEWCO.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 12

ARTICLE

V REPRESENTATIONS AND WARRANTIES OF PAGC

PAGC

hereby represents and warrants to DMAA as of the Agreement Date and as of the Closing Date as follows:

Section

5.1 Organization and Good Standing

PAGC

is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, and has

all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as currently conducted.

Section

5.2 Authorization and Binding Obligation

The

execution, delivery, and performance of this Agreement by PAGC have been duly authorized by all necessary corporate action. This Agreement

constitutes the legal, valid, and binding obligation of PAGC, enforceable against PAGC in accordance with its terms, subject to applicable

bankruptcy, insolvency, and equitable principles.

Section

5.3 Capitalization

The

authorized, issued, and outstanding equity interests of PAGC as of the Agreement Date are as set forth in Exhibit A (Capitalization Table).

All outstanding equity interests of PAGC are duly authorized, validly issued, fully paid, and non-assessable, and have been issued in

compliance with Applicable Law.

Section

5.4 Intellectual Property

(a)

PAGC to the best of its knowledge of and in all material respects owns or has the right to use all Intellectual Property necessary to

conduct its business as currently conducted and as proposed to be conducted following the Effective Time.

(b)

PAGC’s IP Schedule to the best of its knowledge of and in all material respects in (Exhibit B) sets forth a complete and accurate list

of all material Intellectual Property, including all patents (issued and pending), patent applications, registered trademarks, software

source code, proprietary algorithms, AI/ML models, and quantum-resistant security IP.

(c)

To the best of its knowledge of and in all material respects Aal patents and patent applications in the IP Schedule are fully owned by

PAGC, either granted, applied for, or patent-pending, and PAGC has taken commercially reasonable steps to protect and preserve all such

Intellectual Property.

(d)

To the best of and PAGC’s knowledge and in all material respects, PAGC’s use of its Intellectual Property does not infringe upon or misappropriate

any third-party intellectual property rights.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 13

Section

5.5 GSA CAGE Code

the best of and PAGC’s knowledge and in all material respects, PAGC possesses a valid and active GSA CAGE Code (General Services Administration

Commercial and Government Entity Code), evidencing eligibility to enter into contracts with United States federal government agencies.

True and accurate documentation of such CAGE Code registration shall be included in Exhibit B.

Section

5.6 Debt-Free Condition

of the Closing Date, PAGC shall be free of all material funded indebtedness, including but not limited to bank loans, notes payable,

lines of credit, convertible notes, and capital lease obligations, except for ordinary course trade payables arising in the normal course

of business. To the extent any such indebtedness exists, PAGC shall deliver a complete payoff and debt satisfaction schedule as Exhibit

A at Closing, evidencing the payoff or satisfaction of all such obligations at or prior to the Effective Time.

Section

5.7 Revenue Contracts

PAGC

will enter into at or prior to Closing, binding and enforceable revenue contracts with third-party customers. True, correct, and complete

copies (or redacted summaries) of such contracts will be set forth in Exhibit C. Such contracts shall be valid, binding, and enforceable

in accordance with their respective terms, and PAGC is not in material default thereunder.

Section

5.8 Financial Statements

PAGC

will make available to DMAA true, correct, and complete copies of PAGC’s financial statements for the two most recently completed fiscal

years, and any available interim financial statements. Such financial statements will have been prepared in accordance with GAAP (or

IFRS as applicable), consistently applied, and fairly present in all material respects the financial condition of PAGC as of their respective

dates.

Section

5.9 Absence of Material Adverse Effect

Since

the date of PAGC’s most recent financial statements, there has been no event, change, effect, development, or occurrence that has had,

or would reasonably be expected to have, a Material Adverse Effect on PAGC.

Section

5.10 Compliance with Laws

PAGC

is and has been in material compliance with all Applicable Laws and has not received written notice of any actual or threatened violation

thereof. PAGC holds all material licenses, permits, certifications, and authorizations required to conduct its business.

Section

5.11 Litigation

There

is no pending or, to PAGC’s knowledge, threatened Action against PAGC that, if adversely determined, would reasonably be expected to

result in a Material Adverse Effect, or that challenges or seeks to prevent, restrain, enjoin, or otherwise interfere with the consummation

of the transactions contemplated by this Agreement.

Section

5.12 Brokers

broker, investment banker, financial advisor, or other person is entitled to any broker’s, finder’s, financial advisors,

or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by

or on behalf of PAGC.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 14

ARTICLE

VI REPRESENTATIONS AND WARRANTIES OF DMAA

DMAA

hereby represents and warrants to PAGC as of the Agreement Date and as of the Closing Date as follows:

Section

6.1 Organization and Good Standing

DMAA

is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has all

requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as currently conducted.

Section

6.2 Authorization and Binding Obligation

The

execution, delivery, and performance of this Agreement by DMAA have been duly authorized by all necessary corporate action. This Agreement

constitutes the legal, valid, and binding obligation of DMAA, enforceable against DMAA in accordance with its terms, subject to applicable

bankruptcy, insolvency, and equitable principles.

Section

6.3 SPAC Status and Trust Account

DMAA

is a Special Purpose Acquisition Company formed for the purpose of consummating a business combination. As of the Agreement Date, the

Trust Account holds funds in the amount set forth in DMAA’s most recent SEC filings. DMAA represents and warrants that the Trust Account

funds will be available to release at Closing, subject only to permitted redemptions and applicable taxes.

Section

6.4 SEC Compliance

DMAA

has timely filed all reports, schedules, forms, statements, and other documents required to be filed with or furnished to the SEC. As

of the date of filing, all such filings complied in all material respects with the applicable requirements of the Securities Act of 1933

and the Securities Exchange Act of 1934.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 15

Section

6.5 Minimum Cash Representation

DMAA

shall 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 acknowledge that the amount of cash

available at Closing may vary depending on redemption levels and market conditions. DMAA represents that it will use commercially reasonable

efforts to arrange any required PIPE financing or other capital raising arrangements prior to Closing. The Parties acknowledge a target

minimum cash level of $30,000,000, with flexibility to close at lower levels (but not less than $15,000,000), subject to corresponding

adjustment of valuation, ownership, and execution plan.

Section

6.6 No Claim Against Trust

Except

as expressly provided herein, DMAA agrees that PAGC shall have no claim against the Trust Account prior to the Effective Time. DMAA shall

not permit any claims against the Trust Account other than those expressly authorized pursuant to this Agreement. PAGC acknowledges that

it has no claim against the Trust Account prior to Closing.

Section

6.7 Absence of Material Adverse Effect

Since

DMAA’s most recent financial statements, there has been no event, change, or occurrence that has had, or would reasonably be expected

to have, a Material Adverse Effect on DMAA.

Section

6.8 Brokers

broker, investment banker, financial advisor, or other person is entitled to any broker’s, finder’s, financial advisors, or other similar

fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of

DMAA, other than as disclosed in writing to PAGC.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 16

ARTICLE

VII COVENANTS

Section

7.1 Pre-Closing Covenants of PAGC

From

the Agreement Date through the Closing Date (or the earlier termination of this Agreement), PAGC shall:

(a)

Conduct its business in the ordinary course consistent with past practice;

(b)

Use commercially reasonable efforts to preserve intact its business organization, assets, and key relationships;

(c)

Promptly notify DMAA of any Material Adverse Effect or threatened Material Adverse Effect;

(d)

Cooperate fully with DMAA in connection with the preparation and filing of any Registration Statement or Proxy Statement with the SEC;

and

(e)

Use commercially reasonable efforts to satisfy all conditions to Closing set forth in Section 7.2.

Section

7.2 Conditions to DMAA’s Obligation to Close

DMAA’s

obligation to consummate the Merger is subject to the satisfaction (or written waiver by DMAA) of each of the following conditions at

or prior to the Closing Date:

(a)

Representations and Warranties True and Correct: All representations and warranties of PAGC set forth in Article V shall be true and

correct in all material respects as of the Agreement Date and as of the Closing Date (except for representations and warranties that

speak as of a specific date, which shall be true and correct as of such date);

(b)

Covenants Performed: PAGC shall have performed or complied in all material respects with all of its covenants and obligations under this

Agreement;

(c)

No Material Adverse Effect: No Material Adverse Effect shall have occurred with respect to PAGC between the Agreement Date and the Closing

Date;

(d)

Floor Valuation: The Closing Valuation of PAGC shall be at or above the Floor Valuation of Three Hundred Million United States Dollars

($300,000,000);

(e)

Contract Revenue Condition: PAGC shall provide evidence of commercial traction, including executed or substantially negotiated revenue

contracts, which shall be used as part of the valuation framework set forth in the Agreement and shall not constitute an independent

condition to Closing.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 17

(f)

Debt-Free Condition: PAGC shall be debt-free at Closing, or shall have delivered a fully executed payoff and debt satisfaction schedule

as Exhibit A evidencing the satisfaction of all material indebtedness;

(g)

IP Condition: PAGC shall have delivered the complete IP Schedule (Exhibit B), confirming that all material Intellectual Property (including

software source code, proprietary algorithms, AI/ML models, and quantum-resistant security IP) is either fully patented, patent-pending,

or subject to pending patent applications;

(h)

CAGE Code Condition: PAGC shall have delivered evidence of a valid and active GSA CAGE Code (included in Exhibit B);

(i)

Regulatory Approvals: All necessary governmental and regulatory approvals required to consummate the Merger shall have been obtained;

(j)

No Injunction: No Governmental Authority shall have enacted, issued, or entered any order, injunction, or decree enjoining or prohibiting

the consummation of the Merger; and

(k)

Officer Certificate: PAGC shall have delivered to DMAA an officer certificate dated as of the Closing Date certifying as to the matters

in subsections (a), (b), (c), (e), (f), (g), and (h) above.

Section

7.3 Conditions to PAGC’s Obligation to Close

PAGC’s

obligation to consummate the Merger is subject to the satisfaction (or written waiver by PAGC) of each of the following conditions at

or prior to the Closing Date:

(a)

Representations and Warranties True and Correct: All representations and warranties of DMAA set forth in Article VI shall be true and

correct in all material respects as of the Agreement Date and as of the Closing Date;

(b)

DMAA Minimum Cash Condition: DMAA shall 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

acknowledge that the amount of cash available at Closing may vary depending on redemption levels and market conditions.

(c)

Covenants Performed: DMAA shall have performed or complied in all material respects with all of its covenants and obligations under this

Agreement;

(d)

SEC Registration Statement: The Registration Statement or Proxy Statement relating to the Merger shall have been declared effective by

the SEC and shall not be subject to any stop order;

(e)

Stock Exchange Listing: NEWCO Common Stock shall have been approved for listing on a national securities exchange (NASDAQ or NYSE) upon

Closing; and

(f)

No Material Adverse Effect: No Material Adverse Effect shall have occurred with respect to DMAA between the Agreement Date and the Closing

Date.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 18

Section

7.4 Mutual Conditions to Closing

The

obligations of each Party to consummate the Merger shall be subject to the satisfaction of the following mutual conditions, which may

be waived only by written consent of both Parties:

(a)

No Injunction: No Governmental Authority shall have enacted or entered any order, judgment, decree, or injunction prohibiting or restraining

the consummation of the transactions contemplated hereby;

(b)

Required Approvals: All required approvals of DMAA’s and PAGC’s stockholders shall have been obtained; and

(c)

Certificate of Merger: The Certificate of Merger shall be ready for filing with the Delaware Secretary of State.

Section

7.5 DMAA Stockholder Approval

DMAA

shall use commercially reasonable efforts to obtain the required approval of its stockholders for the Merger, including by filing, in

a timely manner, a Registration Statement on Form S-4 (or applicable form) with the SEC and holding a duly noticed stockholder meeting.

Section

7.6 PIPE Financing

DMAA

shall use commercially reasonable efforts to arrange and close one or more PIPE transactions on terms reasonably acceptable to PAGC in

amounts sufficient to satisfy (or supplement Trust Account proceeds toward) the DMAA Minimum Cash Condition. DMAA shall keep PAGC reasonably

informed of the status of PIPE discussions and shall not agree to PIPE terms materially adverse to PAGC.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 19

ARTICLE

VIII TERMINATION RIGHTS

Section

8.1 Termination by Mutual Consent

This

Agreement may be terminated at any time prior to the Closing Date by mutual written consent of DMAA and PAGC.

Section

8.2 Termination by Either Party

This

Agreement may be terminated by either DMAA or PAGC, by written notice to the other, if:

(a)

Outside Date: The Closing shall not have occurred on or before the date that is twelve (12) months from the Agreement Date (the “Outside

Date”), as may be extended by mutual written agreement of the Parties for up to two (2) additional three-month periods; provided,

however, that the terminating Party is not in material breach of this Agreement;

(b)

Legal Prohibition: Any Governmental Authority shall have enacted, issued, or entered any final, non-appealable order, decree, or injunction

permanently prohibiting the consummation of the Merger; or

(c)

Stockholder Approval Failure: DMAA’s stockholders fail to approve the Merger at the duly called stockholder meeting.

Section

8.3 Termination by DMAA

DMAA

may terminate this Agreement if:

(i)

Closing Cash is insufficient to support execution of the business plan;

(ii)

Contract validation is not achieved;

(iii)

Required financing cannot be reasonably secured; or

(iv)

the transaction is not reasonably capable of completion

Section

8.4 Termination by PAGC

PAGC

may terminate this Agreement, by written notice to DMAA, if:

(i)

Closing Cash is insufficient to support execution of the business plan;

(ii)

Required financing cannot be reasonably secured; or

(iii)

the transaction is not reasonably capable of completion

Breach

by DMAA: DMAA has breached any representation, warranty, covenant, or agreement in this Agreement, which breach would cause the conditions

set forth in Section 7.3 not to be satisfied, and which breach is incapable of being cured, or has not been cured within thirty (30)

calendar days after PAGC’s written notice thereof; or

Section

8.5 Effect of Termination

the event of termination of this Agreement pursuant to this Article VIII, this Agreement (other than this Section 8.5 and Article IX)

shall become void and have no effect, without any liability on the part of any Party or its directors, officers, employees, agents, advisors,

or stockholders; provided, however, that no such termination shall relieve any Party of liability for willful breach or Fraud.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 20

ARTICLE

IX INDEMNIFICATION

Section

9.1 Indemnification by PAGC

Subject

to the limitations set forth in this Article IX, PAGC (and, following the Effective Time, NEWCO on behalf of PAGC’s pre-Closing shareholders)

shall indemnify, defend, and hold harmless DMAA and its affiliates, directors, officers, employees, agents, successors, and assigns (collectively,

the “DMAA Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments,

settlements, costs, and expenses (including reasonable legal fees) (collectively, “Losses”) arising out of or relating to:

(a)

Any breach of any representation or warranty made by PAGC in this Agreement;

(b)

Any breach of any covenant or agreement made by PAGC in this Agreement; or

(c)

Any failure by PAGC to satisfy the Debt-Free Condition or deliver the IP Schedule in the form and substance required.

Section

9.2 Indemnification by DMAA

Subject

to the limitations set forth in this Article IX, DMAA shall indemnify, defend, and hold harmless PAGC and its affiliates, directors,

officers, employees, agents, successors, and assigns (collectively, the “PAGC Indemnified Parties”) from and against any Losses

arising out of or relating to:

(a)

Any breach of any representation or warranty made by DMAA in this Agreement; or

(b)

Any breach of any covenant or agreement made by DMAA in this Agreement.

Section

9.3 Indemnification Limitations

(a)

Survival Period: The representations and warranties set forth in Articles V and VI shall survive the Closing for a period of eighteen

(18) months (the “Survival Period”), except that (i) Fundamental Representations (including capitalization, authorization,

and title) shall survive indefinitely, and (ii) representations relating to tax matters shall survive until sixty (60) days after the

expiration of the applicable statute of limitations.

(b)

Deductible: No indemnification shall be payable for Losses until the aggregate amount of all Losses exceeds Five Hundred Thousand United

States Dollars ($500,000) (the “Deductible”), after which the indemnifying party shall be responsible for all Losses in excess

of the Deductible, up to the Cap.

(c)

Cap: The maximum aggregate liability of any Party for indemnification under this Article IX shall not exceed fifteen percent (15%) of

the Closing Valuation, except for indemnification claims arising from Fraud, willful misconduct, or breaches of Fundamental Representations,

which shall not be subject to such cap.

Section

9.4 Indemnification Procedure

Any

party seeking indemnification (the “Indemnified Party”) shall promptly notify the indemnifying party in writing of any claim

for indemnification, specifying in reasonable detail the nature and amount of the Losses claimed. The indemnifying party shall have the

right, at its option, to assume and control the defense of any third-party claim with counsel reasonably acceptable to the Indemnified

Party.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 21

ARTICLE

X GOVERNING LAW AND DISPUTE RESOLUTION

Section

10.1 Governing Law

This

Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, without giving effect to any choice of

law or conflict of law rules or provisions that would cause the application of laws of any other jurisdiction. The laws of the Cayman

Islands shall apply to all matters relating to the corporate governance of DMAA and the Surviving Entity, and Delaware General Corporation

Law shall continue to apply to matters relating to the corporate governance of PAGC to the extent applicable prior to the Effective Time.

The Parties agree that the state and federal courts located in the City and State of New York shall have exclusive jurisdiction over

any dispute arising out of or relating to this Agreement, and each Party hereby consents to the personal jurisdiction and venue of such

courts.

Section

10.2 Jurisdiction and Venue

Each

of the Parties hereby irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware

(or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction

is vested solely in the federal courts, the United States District Court for the District of Delaware) for the purpose of all legal proceedings

arising out of or relating to this Agreement or the transactions contemplated hereby.

Section

10.3 Waiver of Jury Trial

EACH

PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT

OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section

10.4 Dispute Resolution

the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt to resolve the dispute through

good-faith negotiations between senior officers of the respective Parties for a period of thirty (30) days (the “Negotiation Period”).

If the dispute is not resolved within the Negotiation Period, either Party may submit the dispute to the courts identified in Section

10.2.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 22

ARTICLE

XI GENERAL PROVISIONS

Section

11.1 Notices

All

notices, requests, demands, claims, and other communications under this Agreement shall be in writing and shall be deemed to have been

duly delivered and received: (a) upon personal delivery to the Party to be notified; (b) when sent by confirmed electronic mail, if sent

during normal business hours of the recipient; (c) one (1) Business Day after deposit with a nationally recognized overnight courier;

or (d) three (3) Business Days after deposit with the United States Postal Service by certified or registered mail, return receipt requested.

to DMAA:

Drugs

Made In America (DMAA) Attn: Chief Executive Officer Address: [To be completed] Email: [To be completed]

to PAGC:

Power

Analytics Global Corp (PAGC) Attn: Chief Executive Officer Address: [To be completed] Email: [To be completed]

Section

11.2 Entire Agreement

This

Agreement, together with all Exhibits and Appendices attached hereto, constitutes the entire agreement and supersedes all prior and contemporaneous

agreements and undertakings, both written and oral, between the Parties with respect to the subject matter hereof.

Section

11.3 Amendments

This

Agreement may not be amended, modified, or supplemented except by a written instrument executed by all Parties.

Section

11.4 Waiver

waiver by any Party of any breach of any representation, warranty, covenant, or agreement shall be deemed to extend to any prior or subsequent

breach or affect or impair any right, power, or privilege of the waiving Party.

Section

11.5 Severability

any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions shall remain in full force and effect and

shall in no way be affected, impaired, or invalidated.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 23

Section

11.6 Counterparts

This

Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument. Delivery of an executed

counterpart by electronic transmission (including PDF or DocuSign) shall be effective as delivery of a manually executed original counterpart.

Section

11.7 No Third-Party Beneficiaries

This

Agreement is for the sole and exclusive benefit of the Parties hereto and their respective permitted successors and assigns, and nothing

herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or

remedy of any nature whatsoever.

Section

11.8 Assignment

Neither

this Agreement nor any rights, interests, or obligations under it may be assigned by any Party without the prior written consent of the

other Parties.

Section

11.9 Specific Performance

Each

Party acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement

are not performed in accordance with their specific terms. Accordingly, each Party agrees that the other Parties shall be entitled to

seek specific performance and injunctive relief to prevent breaches of this Agreement, in addition to any other remedy they may have.

Section

11.10 Further Assurances

Each

Party shall use commercially reasonable efforts to execute and deliver such additional documents, instruments, and agreements, and to

take such further actions, as may be reasonably requested by the other Parties to carry out and effectuate the purposes and intent of

this Agreement.

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 24

SIGNATURE

PAGE

WITNESS WHEREOF, the Parties have caused this Definitive Merger Agreement to be executed by their respective duly authorized officers

as of the date first written above.

DRUGS MADE IN AMERICA (DMAA)

Acquiror / SPAC

Signature:

/s/ Roger E. Bendelac

Date: 04/29/2026

Name:

Roger E. Bendelac

Title:

Chief Executive Officer

POWER ANALYTICS GLOBAL CORP (PAGC)

Target / Operating Company

Signature:

/s/ Keith Barksdale

Date: 04/29/2026

Name:

Keith Barksdale

Title:

Executive Chairman

POWER ANALYTICS GLOBAL CORP / DMAA DEFINITIVE MERGER AGREEMENT    Page 25

EX-2.2 — AMENDMENT NO. 1 TO DEFINITIVE MERGER AGREEMENT, DATED AS OF APRIL 30, 2026, BY AND AMONG DRUGS MADE IN AMERICA ACQUISITION CORP. AND POWER ANALYTICS GLOBAL CORP

EX-2.2

Filename: ea028917201ex2-2.htm · Sequence: 3

Exhibit 2.2

AMENDMENT NO. 1 TO

DEFINITIVE MERGER AGREEMENT

By and Among

DRUGS MADE IN AMERICA

A Publicly Traded Special Purpose Acquisition Company

and

POWER ANALYTICS GLOBAL CORP

A Private AI and Analytics Company

Dated: April 30, 2026

This Amendment No. 1 (this “Amendment”)

is made and entered into as of April 30, 2026 (the “Amendment Date”), by and among Drugs Made In America (“DMAA”),

and Power Analytics Global Corp (“PAGC”). DMAA and PAGC are referred to herein collectively as the “Parties”

and individually as a “Party.”

RECITALS

WHEREAS, the Parties entered into that certain

Definitive Merger Agreement, dated as of April 29, 2026 (the “Original Agreement”), pursuant to which PAGC will merge with

and into DMAA (or a wholly-owned subsidiary of DMAA), with the surviving entity continuing as the publicly traded combined company;

WHEREAS, the Parties have identified certain

inconsistencies and incomplete items in the Original Agreement that the Parties desire to correct prior to public disclosure of the transactions

contemplated thereby, including the inconsistent governing law and jurisdiction provisions of Sections 10.1 and 10.2, an incomplete termination

provision in Section 8.4, and the omission of notice addresses in Section 11.1;

WHEREAS, Section 11.3 of the Original Agreement

provides that the Original Agreement may be amended, modified, or supplemented by a written instrument executed by all Parties; and

WHEREAS, the Parties desire to amend the Original

Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual

covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Parties agree as follows:

1. Defined Terms.

Capitalized terms used but not otherwise defined in

this Amendment shall have the meanings ascribed to such terms in the Original Agreement.

2. Amendment of Article X (Governing Law and Dispute Resolution).

Section 10.1 of the Original Agreement is hereby deleted

in its entirety and replaced with the following:

“Section 10.1 Governing Law.

This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate

to this Agreement or the negotiation, execution, performance, or breach of this Agreement, shall be governed by, and construed in accordance

with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of

the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of

Delaware. Notwithstanding the foregoing, the internal corporate governance of DMAA, as a Cayman Islands exempted company, shall continue

to be governed by the laws of the Cayman Islands to the extent required by Applicable Law.”

Section 10.2 of the Original Agreement is hereby deleted

in its entirety and replaced with the following:

“Section 10.2 Jurisdiction and

Venue. Each of the Parties hereby irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery of the State

of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if

jurisdiction is vested solely in the federal courts, the United States District Court for the District of Delaware) for the purpose of

all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party irrevocably waives,

to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue in such courts

and any claim that any such proceeding has been brought in an inconvenient forum.”

3. Amendment of Section 8.4 (Termination by PAGC).

Section 8.4 of the Original Agreement is hereby deleted

in its entirety and replaced with the following:

“Section 8.4 Termination by PAGC.

PAGC may terminate this Agreement, by written notice to DMAA, if:

(a) Closing Cash is insufficient to support

execution of the business plan;

(b) Required financing cannot be reasonably

secured;

of completion; or

(d) DMAA has breached any representation,

warranty, covenant, or agreement in this Agreement, which breach would cause the conditions set forth in Section 7.3 not to be satisfied,

and which breach is incapable of being cured, or has not been cured within thirty (30) calendar days after PAGC’s written notice

thereof.”

4. Amendment of Section 11.1 (Notices).

The notice address blocks set forth in Section 11.1

of the Original Agreement are hereby completed and replaced in their entirety with the following:

If to DMAA:

Drugs Made In America

Attn: Roger E. Bendelac, Chief Executive

Officer

420 Lexington Avenue, Suite 1402

New York, NY 10170

Email: [DMAA email — to be inserted]

If to PAGC:

Power Analytics Global Corp

Attn: Keith Barksdale, Executive Chairman

[Hoboken, NJ street address — to be

inserted]

Email: kbarksdale@poweranalytics.com

5. No Other Modifications; Ratification.

Except as expressly amended by this Amendment, the

Original Agreement remains unchanged and in full force and effect, and is hereby ratified and confirmed by the Parties. From and after

the Amendment Date, all references in the Original Agreement to “this Agreement,” “hereof,” “herein,”

“hereunder,” and words of similar import shall mean and be a reference to the Original Agreement as amended by this Amendment.

6. Counterparts; Electronic Signatures.

This Amendment may be executed in two or more counterparts,

all of which shall be considered one and the same instrument. Delivery of an executed counterpart by electronic transmission (including

PDF or DocuSign) shall be effective as delivery of a manually executed original counterpart.

7. Governing Law.

This Amendment shall be governed by, and construed

in accordance with, the laws of the State of Delaware (as more fully set forth in Section 10.1 of the Original Agreement, as amended hereby).

8. Entire Agreement.

The Original Agreement, as amended by this Amendment,

together with all Exhibits and Appendices attached thereto, constitutes the entire agreement of the Parties with respect to the subject

matter hereof and thereof and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect

thereto.

SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have caused this Amendment

No. 1 to be executed by their respective duly authorized officers as of the Amendment Date first written above.

DRUGS MADE IN AMERICA

Acquiror / SPAC

Signature:

/s/ Roger E. Bendelac

Date: 04/30/2026

Name:

Roger E. Bendelac

Title:

Chief Executive Officer

POWER ANALYTICS GLOBAL CORP

Target / Operating Company

Signature:

/s/ Keith Barksdale

Date: 04/30/2026

Name:

Keith Barksdale

Title:

Executive Chairman

EX-2.3 — AMENDMENT NO. 2 TO DEFINITIVE MERGER AGREEMENT, DATED AS OF APRIL 30, 2026, BY AND AMONG DRUGS MADE IN AMERICA ACQUISITION CORP. AND POWER ANALYTICS GLOBAL CORP

EX-2.3

Filename: ea028917201ex2-3.htm · Sequence: 4

Exhibit 2.3

AMENDMENT NO. 2 TO

DEFINITIVE MERGER AGREEMENT

By and Among

DRUGS MADE IN AMERICA

A Publicly Traded Special Purpose Acquisition

Company

and

POWER ANALYTICS GLOBAL CORP

A Private AI and Analytics Company

Dated: April 30, 2026

This Amendment No. 2 (this “Amendment”)

is made and entered into as of April 30, 2026 (the “Amendment Date”), by and among Drugs Made In America (“DMAA”)

and Power Analytics Global Corp (“PAGC”). DMAA and PAGC are referred to herein collectively as the “Parties” and

individually as a “Party.”

RECITALS

WHEREAS, the Parties entered into that

certain Definitive Merger Agreement, dated as of April 29, 2026 (the “Original Agreement”), as amended by Amendment No. 1

thereto, dated as of April 30, 2026 (“Amendment No. 1,” and together with the Original Agreement, the “Existing Agreement”);

WHEREAS, Section 11.1 of the Existing Agreement,

as amended by Amendment No. 1, contains placeholders for (i) the DMAA email address and (ii) the PAGC street address, which the Parties

wish to complete prior to the public disclosure of the transactions contemplated by the Existing Agreement;

WHEREAS, Section 11.3 of the Original Agreement

provides that the Existing Agreement may be amended, modified, or supplemented by a written instrument executed by all Parties; and

WHEREAS, the Parties desire to amend the

Existing Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual

covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Parties agree as follows:

1. Defined Terms.

Capitalized terms used but not otherwise defined

in this Amendment shall have the meanings ascribed to such terms in the Existing Agreement.

2. Amendment of Section 11.1 (Notices).

The notice address blocks set forth in Section

11.1 of the Original Agreement, as amended by Amendment No. 1, are hereby deleted in their entirety and replaced with the following:

If to DMAA:

Drugs Made In America

Attn: Roger E. Bendelac, Chief Executive

Officer

420 Lexington Avenue, Suite 1402

New York, NY 10170

Email: rbendelac@protonmail.com

If to PAGC:

Power Analytics Global Corp

Attn: Keith Barksdale, Executive Chairman

903 Hudson Street Hoboken, NJ 07030

Email: kbarksdale@poweranalytics.com

3. No Other Modifications; Ratification.

Except as expressly amended by this Amendment,

the Existing Agreement remains unchanged and in full force and effect, and is hereby ratified and confirmed by the Parties. From and after

the Amendment Date, all references in the Existing Agreement to “this Agreement,” “hereof,” “herein,”

“hereunder,” and words of similar import shall mean and be a reference to the Existing Agreement as amended by this Amendment.

4. Counterparts; Electronic Signatures.

This Amendment may be executed in two or more

counterparts, all of which shall be considered one and the same instrument. Delivery of an executed counterpart by electronic transmission

(including PDF or DocuSign) shall be effective as delivery of a manually executed original counterpart.

5. Governing Law.

This Amendment shall be governed by, and construed

in accordance with, the laws of the State of Delaware, as more fully set forth in Section 10.1 of the Original Agreement, as amended.

6. Entire Agreement.

The Existing Agreement, as amended by this Amendment,

together with all Exhibits and Appendices attached thereto, constitutes the entire agreement of the Parties with respect to the subject

matter hereof and thereof and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect

thereto.

SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have caused this

Amendment No. 2 to be executed by their respective duly authorized officers as of the Amendment Date first written above.

DRUGS MADE IN AMERICA

Acquiror / SPAC

Signature:

/s/ Roger E. Bendelac

Date: 04/30/2026

Name:

Roger E. Bendelac

Title:

Chief Executive Officer

POWER ANALYTICS GLOBAL CORP

Target / Operating Company

Signature:

/s/ Keith Barksdale

Date: 04/30/2026

Name:

Keith Barksdale

Title:

Executive Chairman

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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dei_WrittenCommunications

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- Details

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- Details

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