Business Context and Reporting Period
Company: Digital Asset Acquisition Corp. (DAAQ)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Model: Cayman Islands exempted company formed as a "blank check" Special Purpose Acquisition Company (SPAC) to effect a merger, share exchange, or asset acquisition with one or more businesses, primarily targeting the digital asset and cryptocurrency sectors.
Current Status: Completed Initial Public Offering (IPO) on April 30, 2025. Entered into a definitive business combination agreement on January 13, 2026, with Old Glory Bank's Bank Holding Company.
Key Financial Metrics
| Metric | Value (Year Ended Dec 31, 2025) |
|---|---|
| Net Income | $4,244,525 |
| Trust Account Balance | $177,124,457 (Marketable securities) |
| Per Share Redemption Value | $10.27 |
| Cash and Cash Equivalents (Operating) | $1,060,921 |
| General and Administrative Expenses | $379,159 |
| Deferred Underwriting Fee | $6,900,000 (Liability) |
| Working Capital Surplus | $1,037,010 |
Note: The company has no operating revenue. Net income is derived primarily from interest and realized gains on marketable securities held in the Trust Account ($4,606,744).
Material Changes vs. Prior Period
- Capitalization: The company consummated its IPO on April 30, 2025, raising gross proceeds of $172,500,000 from the sale of 17,250,000 Units. Simultaneously, it raised $5,450,000 from the sale of Private Placement Warrants. In the prior period (2024), the company had no operations and minimal assets ($25,000).
- Profitability: Transitioned from a net loss of $5,112 in 2024 to a net income of $4,244,525 in 2025, driven by investment earnings in the Trust Account.
- Share Structure: As of December 31, 2025, there were 17,250,000 Class A ordinary shares (subject to redemption) and 5,750,000 Class B ordinary shares (Founder Shares) outstanding.
Outlook, Management Commentary, and Risks
Recent Developments and Outlook
On January 13, 2026, the Company entered into a definitive business combination agreement with Old Glory Bank's Bank Holding Company to create OGB Financial Company. The transaction is expected to close in the second quarter of 2026, subject to shareholder and regulatory approval. Funding will come from the Trust Account and expected proceeds from a Public Investment in Private Equity (PIPE). Existing Old Glory Bank investors will roll over 100% of their equity.
Going Concern
Management has concluded there is substantial doubt about the Company's ability to continue as a "going concern" for a period of one year from the date of the financial statements. This is due to the mandatory liquidation requirement if a business combination is not consummated by October 30, 2026 (or January 30, 2027, if an agreement is executed within 18 months of the IPO).
Key Risks
- Redemption Risk: Public shareholders may redeem shares for cash, potentially reducing the funds available to complete the business combination or forcing the company to seek additional financing.
- Regulatory Risk: The proposed combination with Old Glory Bank requires regulatory approval. Delays or denials could force liquidation.
- Investment Company Act: The Company must manage its Trust Account investments to avoid being classified as an unregistered investment company.
- Dilution: Founder Shares were purchased at approximately $0.004 per share, creating significant dilution for public shareholders upon conversion, though anti-dilution provisions protect the Sponsor's 25% ownership stake.
Investor Verification Checklist
- Transaction Status: Verify the progress of the Old Glory Bank business combination and the status of regulatory approvals.
- Redemption Levels: Monitor the number of shares submitted for redemption, as high redemption rates could jeopardize the minimum cash requirements for the deal.
- Trust Account Interest: Confirm the current interest rate environment and its impact on the per-share redemption value (currently $10.27).
- PIPE Financing: Assess the certainty and size of the expected PIPE investment required to fund the transaction alongside the Trust Account.
- Going Concern Resolution: Confirm that the business combination closes before the mandatory liquidation deadline (October 30, 2026, or January 30, 2027).