8-K: DAAQ & Old Glory Bank Announce Key Board Appointments

Digital Asset Acquisition Corp. and Old Glory Bank announce the intention for Peter Ort and Michael Sonnenshein to join the board of directors of the combined entity, OGB Financial Company, upon the consummation of their business combination.

Summary

• Digital Asset Acquisition Corp. (DAAQ) and Old Glory Holding Company (Old Glory Bank) entered into a business combination agreement on January 13, 2026.
• The business combination will result in DAAQ changing its jurisdiction to Texas, renaming to OGB Financial Company (Pubco), and Old Glory Bank merging into Pubco.
• On February 23, 2026, Old Glory Bank announced that Peter Ort and Michael Sonnenshein intend to join the board of directors of Pubco upon the consummation of the Business Combination, subject to regulatory approval.
• Peter Ort is Co-Chairman and Principal Executive Officer of DAAQ and General Partner at Cambium Capital, bringing experience in banking, venture capital, and crypto.
• Michael Sonnenshein, former CEO of Grayscale and former President and COO of Securitize, brings extensive leadership in digital asset investment products and regulatory engagement.
• The appointments are intended to aid in preparations to integrate Old Glory Bank's innovative, proprietary crypto product suite into its digital-first banking offering.
• OGB Financial Company's Board of Directors will also include existing Old Glory Holding Company Board Members such as Dr. Ben Carson, Larry Elder, and Dan Schneider.
• All board members serving on the boards of bank holding companies like OGB Financial Company require approval from the Federal Reserve, for which an application has already been submitted.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong positive development, signaling serious intent and capability in integrating digital assets into traditional banking, bolstered by high-profile appointments.

Positives

• Appointment of highly experienced finance and crypto executives, Peter Ort and Michael Sonnenshein, to the future board of OGB Financial Company, enhancing strategic direction.
• Michael Sonnenshein's background as former CEO of Grayscale and President/COO of Securitize brings significant credibility and expertise in digital assets to the board.
• The new board members are expected to aid in integrating Old Glory Bank's innovative crypto product suite, signaling a strong commitment to digital asset integration.
• The combined entity aims to become the first bank to fully integrate crypto with a legacy bank charter, positioning it at the forefront of financial innovation.
• The board will include prominent voices from the 'Freedom Economy' such as Dr. Ben Carson and Larry Elder, potentially appealing to a specific customer base and enhancing brand identity.

Risks

• Changes in domestic and foreign business, market, financial, political conditions, and in applicable laws and regulations.
• The occurrence of any event, change, or other circumstances that could give rise to the termination of the definitive agreements and any negotiations with respect to the Business Combination.
• The outcome of any legal proceedings that may be instituted against DAAQ, Old Glory Bank, the combined company, or others.
• The inability to complete the Business Combination due to the failure to obtain approval of the shareholders of DAAQ or Old Glory Bank for the Business Combination or to satisfy other conditions to closing.
• Changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations.
• The ability to meet stock exchange listing standards following the consummation of the Business Combination.
• The risk that the Business Combination disrupts current plans and operations of DAAQ or Old Glory Bank as a result of the announcement and consummation of the Business Combination.
• The ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things: competition, the ability of the combined company to grow and manage growth profitably, the ability of the combined company to build or maintain relationships with customers and retain its management and key employees, the timing and amount of future capital expenditures and requirements for additional capital, and the timing of future cash flow provided by operating activities, if any.
• Costs related to the Business Combination.
• The possibility that Old Glory Bank or the combined company may be adversely affected by other economic, business, political and/or competitive factors.
• Estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments.
• Other risks and uncertainties set forth in the section entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements in DAAQ's filings with the SEC, including the Registration Statement, when available, and any periodic Exchange Act reports filed by DAAQ with the SEC such as its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Future Outlook

The combined company, OGB Financial Company, aims to integrate Old Glory Bank's innovative, proprietary crypto product suite into its digital-first banking offering, with the goal of becoming the first bank to fully integrate crypto with a legacy bank charter. The future financial performance, strategy, operations, financial position, estimated revenues and losses, projected costs, prospects, plans, and objectives of management are subject to various uncertainties and forward-looking statements.

Management Comments

• "Old Glory Bank continues to lead the banking sector with its pace of product innovation across online banking and crypto, and I’m delighted to be joining the Board of OGB Financial Company upon the closing of our Business Combination." Peter Ort
• "American consumers deserve the opportunity to have access to trusted, FDIC-insured banking services, where they can freely transact and use their crypto assets for loans and easy exchange for fiat deposits. The innovations coming out of Old Glory Bank are much-needed and long overdue." Michael Sonnenshein
• "Old Glory Bank is building the infrastructure that will finally connect daily banking with the crypto ecosystem, and I am honored to help guide that mission." Michael Sonnenshein
• "Michael and Pete understand both sides: decentralized finance and traditional finance. On behalf of our customers and owners, we are privileged that they will serve on the Board of OGB Financial Company." Mike Ring, President and CEO of Old Glory Bank
• "Choosing him [Michael Sonnenshein] to be a director at OGB Financial Company following the closing of the Business Combination with DAAQ signals that Old Glory Bank is serious about becoming the first bank to fully integrate crypto with a legacy bank charter." Kristin Smith, President of Solana Policy Institute

Industry Context

StockSavvy.ai notes that this announcement highlights a growing trend of traditional financial institutions seeking to integrate digital assets and blockchain technology into their core offerings. The appointment of Michael Sonnenshein, a prominent figure in the crypto space, underscores the strategic importance of bridging decentralized finance (DeFi) with traditional banking ("TradFi"). This move positions OGB Financial Company to potentially capitalize on the increasing demand for regulated crypto-friendly banking services, differentiating itself in a competitive landscape where many banks are still exploring or cautiously approaching digital asset integration.

Comparison to Industry Standards

• Old Glory Bank's stated goal of becoming the "first bank to fully integrate crypto with a legacy bank charter" sets an ambitious benchmark, as many established banks are still in pilot phases or offering limited crypto services (e.g., custody, trading via partners) rather than full integration into core banking products like loans and fiat exchange.
• The inclusion of a former Grayscale CEO (Michael Sonnenshein) on the board is a significant move, comparable to other financial institutions bringing in top-tier crypto talent to guide their digital asset strategies, such as BlackRock's increasing focus on Bitcoin ETFs and blockchain initiatives.
• Old Glory Bank's existing product suite, including "Old Glory Pay" and "Old Glory Cash-IN," indicates an effort to innovate beyond standard community bank offerings, aiming for a digital-first approach that aligns with fintech disruptors rather than traditional banking models.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders (DAAQ): Will vote on the Business Combination; potential for value creation through the combined entity's strategic direction in crypto banking.
• Shareholders (Old Glory Bank equityholders): Will receive securities in the combined company; potential for value creation.
• Customers (Old Glory Bank): Potential for enhanced digital banking services and integrated crypto offerings, expanding access to the "Freedom Economy" and "DeFi Economy."
• Employees: Potential for new opportunities within the combined, growth-oriented company focused on innovative banking solutions.
• Regulatory Authorities: Federal Reserve approval is required for board members, indicating ongoing regulatory oversight of the business combination and governance.

Next Steps

• DAAQ and Old Glory Bank intend to file a registration statement on Form S-4 (the Registration Statement) with the SEC, which will include a proxy statement/prospectus.
• After the Registration Statement is declared effective, DAAQ will mail a definitive proxy statement and other relevant documents to its shareholders.
• Shareholders of DAAQ will vote on the Business Combination and other matters at an extraordinary general meeting.
• Consummation of the Business Combination, subject to regulatory approval (Federal Reserve approval for board members).

Key Dates

Recommendation

The announcement of high-profile board members with significant experience in both traditional finance and the crypto space is a positive signal for the future strategic direction of OGB Financial Company. This move strengthens the combined entity's credibility and capability to execute its vision of integrating digital assets into banking. However, the business combination is still subject to shareholder and regulatory approvals, and the actual execution and realization of anticipated benefits carry inherent risks. While the long-term outlook appears promising given the strategic appointments, investors should hold pending further details on the business combination's completion and the combined company's operational plans and financial projections.

Keywords

SPAC, Business Combination, Merger, Digital Asset Acquisition Corp, DAAQ, Old Glory Bank, OGB Financial Company, Board of Directors, Corporate Governance, Crypto, Digital Assets, Banking, Fintech, Nasdaq, Peter Ort, Michael Sonnenshein, Grayscale, Securitize, Federal Reserve Approval