Drugs Made In America Acquisition Corp. Announces Letter of Intent for De-SPAC Transaction with Power Analytics Global Corp.

Key Points:

• Drugs Made In America Acquisition Corp. (DMAA) has entered into a Letter of Intent (LOI) with Power Analytics Global Corp. (PAGC), a Delaware corporation, for a de-SPAC transaction.
• The proposed transaction would result in PAGC becoming a publicly listed company through business combination with DMAA.
• DMAA is currently an Emerging Growth Company as defined by SEC rules, with shares and units listed on Nasdaq under symbols DMAA, DMAAU, and rights under DMAAR.
• The terms of the transaction, including valuation and minimum cash requirements, are subject to further negotiation and execution of definitive agreements.
• The minimum cash condition for the business combination agreement is anticipated to be in the range of \$25 million to \$50 million, subject to redemptions and final negotiation.
• Both parties may pursue additional financing, including PIPE (Private Investment in Public Equity) investments or other capital raising transactions, with terms to be set forth in definitive agreements.
• Such financing will be independent of DMAA’s Trust Account unless expressly agreed otherwise.
• DMAA and PAGC intend to file a registration statement on Form S-4 with the SEC, including a proxy statement/prospectus reflecting the terms of the business combination agreement.
• All financial statements and disclosures will be prepared in accordance with SEC rules and PCAOB standards.
• The trustee of DMAA’s Trust Account and its beneficiaries will be entitled to rely on and enforce certain sections of the agreement.

Details Investors Should Know:

• Potential Price Sensitivity: The announcement of a de-SPAC transaction and the expected minimum cash condition (\$25M-\$50M) could be highly price sensitive, as it impacts DMAA’s ability to execute the business combination and PAGC’s public market debut.
• Emerging Growth Status: DMAA qualifies as an emerging growth company, which may affect its reporting requirements and regulatory compliance. It has elected not to use the extended transition period for complying with new or revised financial accounting standards, which could impact its future financial reporting.
• Nasdaq Listing: DMAA’s units, ordinary shares, and rights are listed on Nasdaq, providing liquidity and visibility for investors. The business combination, if completed, is expected to maintain the Nasdaq listing.
• Additional Financing (PIPE): The parties may pursue additional capital raising, including PIPE investments, potentially impacting share dilution, capital structure, and valuation.
• SEC Process: Shareholders should expect a registration statement and proxy solicitation, which will provide further details and require shareholder approval for the transaction.
• Valuation: Although the exact valuation is subject to negotiation, it is anticipated that PAGC’s valuation will be determined in connection with the business combination agreement, which may affect the post-combination share price.
• Trust Account Protections: The trustee and beneficiaries of DMAA’s Trust Account have specific rights under the agreement, potentially impacting redemption rights and deal structure.

Signatures:

• The report is signed by Roger Bendelac, Chief Executive Officer of DMAA, and Keith Barksdale, Chairman of PAGC.

Shareholder Considerations:

• The LOI is non-binding and subject to negotiation and execution of definitive agreements.
• There is no guarantee the transaction will close, and material terms may change.
• The business combination could significantly impact DMAA’s share value, depending on valuation, redemption levels, PIPE financing, and market reaction.
• Shareholders should monitor SEC filings and proxy materials for further information and voting instructions.

Disclaimer:

This article is for informational purposes only and does not constitute investment advice, a solicitation, or an offer to buy or sell securities. Investors should review SEC filings and consult their financial advisors before making investment decisions. The completion, terms, and impact of the proposed business combination are subject to change and depend on various factors, including regulatory approvals, shareholder votes, and market conditions.

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