Drugs Made In America Acquisition Corp

This proposal asks shareholders to approve a special-resolution amendment to the Company's Articles to extend the SPAC’s deadline to complete an initial business combination from April 29, 2026 to April 29, 2027 via up to twelve one‑month extensions. Management is seeking shareholder approval because the board believes it lacks sufficient time before the current termination date to finalize and hold a vote on the announced proposed business combination (the Company entered a non-binding LOI with Power Analytics Global Corp.). The extension mechanism conditions each one‑month extension on the Sponsor (or its affiliates/designees) depositing the lesser of $300,000 or $0.04 per non‑redeemed Public Share into the Trust Account for each extension period, with the Sponsor receiving an unsecured promissory note for each deposit. Approval requires a special resolution (at least two‑thirds of votes cast) under Cayman Islands law and, if adopted, permits the board to extend month-to-month at its discretion while filing an 8‑K announcing each extension. The amendment preserves holder redemption rights — public shareholders may redeem their shares for a pro rata portion of the Trust Account if the amendment is approved — but any withdrawals to effect redemptions will reduce the funds available in the Trust Account and therefore the amount available to consummate a Business Combination. From a governance perspective, the proposal aligns with the board’s view that additional time increases the probability of closing a value‑accretive transaction, yet it raises conflicts of interest and incentives for insiders: the Sponsor, officers and directors control Founder Shares and have indicated they will vote in favor, and Sponsor deposits are structured as loans repayable only if a business combination closes (and may be forgiven otherwise). The extension also risks diluting liquidation value per public share (through Withdrawal Amount removals if many holders redeem) and imposes a contingent funding obligation on the Sponsor which may or may not be fulfilled. Sophisticated investors should weigh the merits of the announced target, the likelihood of closing within the extended timeframe, the Sponsor’s capacity and willingness to fund monthly deposits, and the net effect on Trust Account liquidity and post‑transaction capital structure when deciding how to vote.

This ordinary‑resolution asks shareholders to authorize the Chairman to adjourn the Extraordinary General Meeting to another date and/or place to permit further solicitation of proxies or for other reasons the Chairman deems appropriate. Management seeks this authority as a procedural backstop in the event there are insufficient votes at the scheduled meeting to approve the Extension Proposal, which requires a two‑thirds special resolution; adjourning permits the company to solicit additional votes without having to terminate the meeting. The proxy materials state the Adjournment Proposal may be presented first if tabulated votes indicate insufficient support for the Extension Proposal. Approval requires a simple majority of votes cast and would not itself extend the Charter — it simply provides the board flexibility to continue the vote process. For shareholders, an adjournment delays finality on the Extension and the related redemption calculations and preserves the board’s ability to obtain the necessary approval without restarting the full solicitation process. Because the Adjournment Proposal is contingent and procedural, its adoption has limited substantive governance impact, but it meaningfully increases the likelihood that the Company can secure the special‑majority approval needed for the Extension. Management recommends voting FOR, and insiders controlling Founder Shares have committed to vote in favor of both proposals, which increases the odds that adjournment, combined with further solicitation, could lead to approval of the Extension Proposal. Investors should consider the adjournment principally as a tactical measure to facilitate the Extension Proposal rather than as an independent substantive change.