Business context and reporting period
Digital Asset Acquisition Corp. (DAAQ) reported on October 7, 2026, that it had entered into a merger agreement with Titan Strategics Holdings Ltd. The proposed transaction would combine DAAQ with Titan, whose wholly owned subsidiary holds exploration permits for the approximately 207 km² Billingen Project in Sweden. DAAQ would domesticate in Delaware and change its name to Renaissance Nuclear, Inc. The transaction remains subject to shareholder approval and other closing conditions.
Transaction economics and key financial terms
- Merger consideration: $250 million, payable in 25 million shares of the post-domestication company, using $10 per share for the calculation. The final conversion ratio depends on Titan’s fully diluted share count.
- PIPE financing: $15 million gross proceeds for 1.5 million shares at $10 per share. The PIPE investor is also to receive 250,000 participation shares; the Sponsor is to forfeit an equal number of shares to offset that issuance.
- Closing thresholds: Parent Closing Cash must be at least $10 million, and Titan group indebtedness must not exceed $500,000 at closing. The PIPE must be consummated immediately before closing.
- Other potential share issuance: The Finder is to receive 1.75 million shares, offset by an equal Sponsor share forfeiture. The Sponsor is to receive 4 million performance-based advisor shares, and the equity incentive plan is initially to reserve 6 million shares, including 1 million performance-based shares for ROPA designees. The plan is to include an evergreen increase whose amount is not specified here.
This 8-K does not provide revenue, profit, cash-flow, margin, debt-balance, or liquidity figures for DAAQ or Titan beyond the transaction conditions above. It is a transaction announcement, not a financial results filing.
Material changes and transaction structure
At domestication, DAAQ’s Class A shares become common shares, warrants convert into warrants for common shares, and Class B shares convert one-for-one into Class A shares before domestication. At closing, a newly formed DAAQ subsidiary will merge into Titan, with Titan surviving as a wholly owned subsidiary. The post-closing board and executive officers remain to be agreed; at least a majority of the board must meet applicable exchange independence requirements.
At closing, specified holders’ shares are subject to an 18-month lock-up, with staged releases and possible accelerated releases tied to uranium spot-price thresholds. Registration rights are contemplated for specified holders and certain newly issued shares.
Outlook, conditions, and risks
- The parties plan to file a Form S-4, including proxy materials. Titan must provide audited financial statements within 90 days of the agreement, including audited statements for Titan Strategics AS and subsidiaries for 2024 and 2025.
- A mining technical report must be delivered to DAAQ within 75 days; DAAQ may terminate the agreement if it is not delivered on time.
- Closing also requires shareholder approvals, an effective registration statement, conditional exchange listing approval, no continuing material adverse effect, and satisfactory information to DAAQ regarding permit validity and extensions, Swedish regulatory consent, and the feasibility of a post-closing restructuring under Norwegian law.
- The outside closing date is June 1, 2027, automatically extended by three months if the SEC provides more than one round of comments on the proxy statement/prospectus. The agreement may also be terminated in other specified circumstances.
- Management’s forward-looking statements are subject to significant uncertainties, including shareholder redemptions, minimum-cash and PIPE funding, exchange-listing requirements, permit status and extensions, and the proposed combination’s timing and benefits. The filing provides no operating forecast or quantified projections.
Important facts for investors to verify
- Review the Form S-4 and audited Titan financial statements when available, including revenue, cash burn, liabilities, and any financial projections.
- Confirm the fully diluted Titan share count and resulting conversion ratio, and assess total post-closing dilution from merger shares, PIPE and other issuances, advisor awards, and the incentive plan.
- Verify the PIPE’s funding and the expected level of DAAQ redemptions against the $10 million minimum-cash condition.
- Review the mining technical report and confirm the status, validity, extension requirements, and remaining duration of the Billingen permits.
- Track shareholder approvals, SEC review, exchange-listing approval, closing conditions, and the outside closing date.