Business Context and Reporting Period
Company: Digital Asset Acquisition Corp. (DAAQ), a Cayman Islands exempted company and emerging growth company.
Reporting Date: January 13, 2026.
Event: DAAQ entered into a Business Combination Agreement with Old Glory Holding Company (Old Glory Bank), a Delaware corporation registered as a Bank Holding Company. The transaction involves DAAQ domesticating as a Texas corporation, renaming to "OGB Financial Company" (Pubco), and merging with Old Glory Bank.
Key Financial Metrics and Transaction Terms
Merger Consideration:
- Old Glory Bank Class A Shares: Converted to Pubco Common Stock based on a formula involving Class A Liquidation Value and Per Share Participating Equity Value.
- Old Glory Bank Class B Shares: Converted to Pubco Common Stock based on a $250.0 million equity value target, adjusted for indebtedness and unrestricted cash at closing.
- Equity Awards: All outstanding Old Glory Bank equity awards will become fully vested and exchange for Pubco equity awards.
- Warrants: Existing DAAQ warrants will convert to Pubco warrants; Old Glory Bank warrants will exchange for Pubco warrants.
Liquidity and Financing Conditions:
- Minimum Closing Cash: The transaction requires at least $50,000,000 in cash available in DAAQ's trust account or received from a PIPE financing.
- PIPE Financing: Parties agreed to use commercially reasonable efforts to complete a private placement in public equity prior to closing.
Financial Reporting Obligations: Old Glory Bank agreed to deliver audited financial statements for the year ended December 31, 2024, by January 31, 2026, and for the year ended December 31, 2025, by February 28, 2026.
Material Changes and Transaction Structure
Corporate Restructuring:
- DAAQ will deregister in the Cayman Islands and domesticate in Texas.
- DAAQ will change its name to OGB Financial Company.
- Old Glory Bank will merge into Pubco, with Pubco as the surviving entity.
Board Composition: Post-closing, the Pubco Board will consist of seven directors: two designated by the DAAQ Sponsor and five designated by Old Glory Bank.
Shareholder Support: Sponsor and certain Old Glory Bank shareholders have entered into support agreements to vote in favor of the transaction and waive anti-dilution rights.
Guidance, Outlook, Risks, and Contingencies
Timeline: The Business Combination is expected to close in the first half of 2026, subject to conditions. The termination date is set for May 31, 2026.
Key Closing Conditions:
- Receipt of all required Bank Regulatory Approvals.
- Expiration of the Hart-Scott-Rodino Antitrust waiting period.
- Effectiveness of the Registration Statement (Form S-4).
- Approval by shareholders of both DAAQ and Old Glory Bank.
- Nasdaq listing approval for Pubco.
- No material adverse developments regarding BSA, AML, or sanctions compliance.
Termination Provisions:
- Either party may terminate if the deal is not consummated by May 31, 2026.
- If terminated due to failure to receive Bank Regulatory Approvals (but Minimum Cash Condition is met), Old Glory Bank must issue $10.0 million of Class A Shares to DAAQ.
Lock-Up Agreements: Supporting shareholders agreed not to transfer Pubco shares for one year post-closing, or until the stock price exceeds $12.00 per share for 20 trading days within a 30-day period (after 150 days post-closing).
Risks: The filing includes standard forward-looking statement disclaimers regarding regulatory approvals, shareholder votes, market conditions, and the ability to achieve anticipated benefits.
Investor Verification Checklist
- Regulatory Approvals: Monitor the status of Bank Regulatory Approvals and antitrust clearance, which are critical closing conditions.
- Shareholder Votes: Verify the outcome of the shareholder meetings for both DAAQ and Old Glory Bank.
- Financial Statements: Confirm receipt and review of Old Glory Bank's audited financials for 2024 and 2025 as required by the agreement.
- PIPE Financing: Track the execution of the private placement to ensure the $50 million minimum closing cash condition is met.
- Proxy Statement: Review the upcoming Form S-4 Registration Statement for detailed risk factors and final transaction terms.
- Termination Deadlines: Note the May 31, 2026 termination date and the potential $10 million breakup fee scenario.