Exhibit 10.1
DEFINITIVE INTERIM INVESTMENT AND SPONSOR TRANSITION AGREEMENT
Drugs Made in America Acquisition Corp. I (Cayman Islands)
Date: March 23, 2026
1. Parties
This Agreement is entered into between:
BV Advisory Partners, LLC
903 Hudson Street
Hoboken, NJ 07030 (the “Investor”)
and
Drugs Made in America Acquisition Corp. I (the “Company”).
2. Background
The Company confirms that its sponsor entity, Drugs Made in America Acquisition LLC, is non-operational and subject to legal constraints.
The Investor is introducing a specific target transaction involving an enterprise AI & ML, Quantum analytics, and cybersecurity platform business consistent with the Power Analytics Global Corporation opportunity, including integrated AI & ML analytics, cloud, quantum, and cybersecurity technologies.
The Company is pursuing a replacement sponsor and transaction aligned with this introduced opportunity.
3. Investment Commitment
The Investor shall provide:
- $100,000 immediately;
- $200,000 within twenty-one (21) days;
- up to $500,000 total commitment as required.
Funds shall be used for compliance, Nasdaq, audit, legal and transaction preparation.
4. Interim Convertible Note
The initial $100,000 shall:
- be deposited into the IOLA account of Thomas J. McCabe, Attorney at Law;
- be convertible at the sole discretion of the Investor;
- convert at a 35% discount to post-merger market value;
- have a maturity of six (6) months;
- not constitute a claim against the trust account.
5. Sponsor Economics and Transition
The Company shall use good faith and commercially reasonable efforts to provide the Investor with not less than 40% of the economic benefit equivalent to sponsor-level economics.
Such economics may be achieved through issuance of new securities, reallocation when legally permissible, or other agreed structures.
The Company shall assist in good faith negotiations for transfer of sponsor interests when legally permissible.
6. Timeline and Milestones
Within six (6) months:
- advance the specific introduced transaction;
- execute an agreement in principle (LOI / term sheet);
- progress toward a business combination.
The Company shall pursue extension via proxy and engage its investment bank to renegotiate underwriting fees.
7. Additional Funding and Rights
The Investor shall have the right, but not obligation, to provide additional financing including extension funding, PIPE, or acquisition financing, with enhanced participation.
8. Exclusivity
Exclusivity is conditioned on funding, and shall be triggered upon receipt of initial bridge funding amount. If Investor fails to fund, Company may seek third-party financing while preserving
Investor participation rights where practicable.
9. Governance
Investor shall receive information rights and be consulted on material financing and transaction decisions.
10. Governing Law
This Agreement shall be governed by Cayman Islands law with New York and/ or New Jersey courts for enforcement.
11. Binding Effect
This Agreement reflects the definitive understanding of the parties, subject to customary Board ratification.
SIGNATURES
| BV ADVISORY PARTNERS, LLC | ||
| By: | /s/ Keith Barksdale | |
| Name: | Keith Barksdale | |
| Title: | Managing Member | |
| DRUGS MADE IN AMERICA ACQUISITION CORP. I | ||
| By: | /S/ Roger Bendelac | |
| Name: | Roger Bendelac | |
| Title: | CEO | |