Business Context and Reporting Period
Company: Digital Asset Acquisition Corp. (DAAQ)
Filing Type: Form 8-K (Current Report)
Date of Report: June 18, 2026
Reporting Period: Event-based report regarding a material definitive agreement entered into on January 13, 2026.
DAAQ, a Cayman Islands exempted company, is proceeding with a business combination with Old Glory Holding Company ("Old Glory Bank"). Upon closing, DAAQ will domesticate as a Texas corporation, change its name to "OGB Financial Company" ("Pubco"), and Old Glory Bank will merge into Pubco.
Key Financial Metrics
This filing is a Current Report on Form 8-K and does not contain audited financial statements, revenue, profit, cash flow, or liquidity metrics for the reporting period. The filing focuses on the terms of a material agreement rather than operational financial performance.
Securities and Pricing Details:
- Existing Warrants: Redeemable warrants exercisable for one Class A ordinary share at $11.50 per share.
- New Non-Redemption Warrants: To be issued to NRA Investors at no additional cost.
- Exercise Price (New Warrants): Initially $12.00 per share of Pubco Common Stock.
- Warrant Ratio: 3.25 Non-Redemption Warrants for each Class A Ordinary Share not redeemed.
- Expiration: Five years from the closing date of the Business Combination.
Material Changes and Agreements
The primary material change is the entry into Non-Redemption Agreements with unaffiliated third-party holders of Class A Ordinary Shares ("NRA Investors").
- Purpose: To secure commitments from shareholders not to redeem their shares in connection with the shareholder vote on the Business Combination.
- Consideration: In exchange for the non-redemption commitment, Pubco will issue the Non-Redemption Warrants described above immediately following the consummation of the Business Combination.
- Adjustment Mechanisms:
- Price Adjustment: If the 45-day volume-weighted average price (VWAP) of Common Stock on the 46th trading day following the 12-month anniversary of closing is below the exercise price, the price adjusts to the greater of that VWAP or $6.00.
- Change of Control: If Pubco undergoes a change of control with at least 30% cash consideration, the exercise price may be reduced based on the Per Share Consideration and Black-Scholes Value.
- Downside Protection: If Pubco issues stock below $10.00 per share during the exercise period, the exercise price reduces to the issuance price plus 20%.
- Termination: Agreements terminate if the Business Combination is not consummated within 90 days of the agreement date (unless extended), if the Business Combination Agreement is terminated, or upon issuance of the warrants.
Guidance, Outlook, and Risks
Outlook and Process: The Business Combination is subject to shareholder approval. A registration statement on Form S-4 (including a proxy statement/prospectus) has been filed with the SEC. Shareholders will be solicited for proxies to vote on the transaction.
Risks and Contingencies: The filing includes extensive forward-looking statements and risk factors, including:
- Failure to obtain shareholder approval or satisfy closing conditions.
- Changes in laws, regulations, or market conditions affecting the transaction.
- Disruption of current plans and operations of DAAQ or Old Glory Bank.
- Uncertainty regarding the ability to meet stock exchange listing standards post-combination.
- Estimates of expenses, profitability, and shareholder redemption levels.
- Legal proceedings that may be instituted against the parties.
Management Commentary: Management emphasizes that the Non-Redemption Agreements are subject to change based on ongoing negotiations and that the information provided is preliminary.
Investor Verification Checklist
- Form S-4 Availability: Verify the filing and effectiveness of the Form S-4 registration statement to review the definitive proxy statement/prospectus.
- Redemption Levels: Monitor the percentage of shareholders electing to redeem shares versus those entering Non-Redemption Agreements, as this impacts the capital structure and cash available at closing.
- Warrant Terms: Review the full text of Exhibit 10.1 (Form of Non-Redemption Agreement and Warrant Certificate) for specific anti-dilution and adjustment clauses.
- Shareholder Vote: Confirm the record date and timing of the extraordinary general meeting required to approve the Business Combination.
- Regulatory Approvals: Track any required regulatory approvals for the domestication from Cayman Islands to Texas and the merger with Old Glory Bank.