425: DAAQ to Merge with Old Glory Bank, Forming OGB Financial

Digital Asset Acquisition Corp. (DAAQ) announced a definitive business combination agreement with Old Glory Holding Company, a digital-first bank, to create OGB Financial Company, which will be listed on Nasdaq under the ticker OGB.

Summary

• Digital Asset Acquisition Corp. (DAAQ), a SPAC, has entered into a definitive Business Combination Agreement with Old Glory Holding Company (Old Glory Bank), a Delaware corporation registered as a Bank Holding Company.
• DAAQ will change its jurisdiction to Texas and be renamed OGB Financial Company (Pubco), which will then merge with Old Glory Bank, with Pubco as the surviving entity.
• The combined company, OGB Financial Company, is expected to be listed on Nasdaq under the reserved ticker symbol OGB.
• Old Glory Bank, a 'pro-America' online banking platform, serves customers in all 50 states and several countries, with over 80,000 personal and business accounts.
• Old Glory Bank's deposits grew over 2,000% from $10 million to over $245 million as of December 31, 2025.
• DAAQ currently holds $176 million in its trust account, and Old Glory Bank's pre-money valuation in this transaction is $250 million.
• The parties intend to arrange a Private Investment in Public Equity (PIPE) or other financing of at least $50 million for closing.
• The transaction is expected to close in the first half of 2026, subject to shareholder and regulatory approvals, and other customary closing conditions.

Sentiment

Score: 8

Explanation: The filing announces a definitive merger agreement, a significant positive step for both companies. Old Glory Bank shows impressive historical deposit growth and outlines ambitious, innovative plans for crypto integration, positioning itself as a leader in a growing niche. While there are standard risks associated with mergers and forward-looking statements, the overall tone and disclosed achievements are highly positive and strategic.

Positives

• Old Glory Bank has demonstrated exceptional growth, with deposits increasing over 2,000% from $10 million to over $245 million as of December 31, 2025.
• The bank serves a large customer base with over 80,000 personal and business accounts across all 50 states and several countries.
• Old Glory Bank has a unique market position, supporting industries like crypto, firearms, oil and gas, and agriculture, which it refers to as the 'Freedom Economy' and 'DeFi Economy'.
• The company intends to be the first chartered bank to fully integrate crypto into daily banking, offering solutions like the patent-pending 'OGB Freedom Offramp' for crypto-fiat exchange.
• Plans include offering self-service crypto loans and issuing its own payment stablecoin, OGBUSD, on the ERC-20 standard for instant and secure global payments.
• The transaction provides a clear path to public listing on Nasdaq, offering liquidity and access to capital markets for Old Glory Bank shareholders.
• DAAQ's trust account holds $176 million, providing a substantial portion of the required capital for the combined entity.
• The combined company will benefit from a strong board of co-founders and directors, including notable public figures like Dr. Ben Carson, Larry Elder, Sean Spicer, John Rich, Mary Fallin-Christensen, and Bill Shine.

Negatives

• The filing does not provide specific financial projections or revenue figures for Old Glory Bank, focusing primarily on deposit growth.
• The transaction relies on securing at least $50 million in PIPE or other financing, which is subject to market conditions and investor interest.
• Old Glory Bank's 'pro-America' and 'no DEI, only PSL' stance, while a differentiator, could be perceived as politically charged and potentially limit broader appeal or attract specific regulatory scrutiny.
• The innovative crypto integration features (Next Generation banking stack, OGB Freedom Offramp, OGBUSD stablecoin, crypto loans) are future intentions and not yet fully implemented or proven at scale.
• If the business combination agreement is terminated due to failure to receive Bank Regulatory Approvals (assuming the minimum cash condition is met), Old Glory Bank is obligated to issue $10 million of its Class A common stock to DAAQ, which could be dilutive to existing Old Glory Bank shareholders.

Risks

• Changes in domestic and foreign business, market, financial, political conditions, and applicable laws and regulations could adversely affect the combined company.
• The occurrence of any event, change, or other circumstances that could lead to the termination of the definitive agreements or negotiations related to the business combination.
• The outcome of any legal proceedings that may be instituted against DAAQ, Old Glory Bank, or the combined company.
• Inability to complete the transaction due to the failure to obtain approval of the shareholders of DAAQ or Old Glory Bank, or to satisfy other closing conditions.
• Changes to the proposed structure of the transaction 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 transaction.
• The risk that the transaction disrupts current plans and operations of DAAQ or Old Glory Bank.
• The ability to recognize the anticipated benefits of the transaction, which may be affected by competition, the ability to grow and manage growth profitably, customer and employee retention, future capital expenditures, and cash flow timing.
• Costs related to the transaction could be higher than anticipated.
• 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 adjustments, may prove incorrect.
• Failure to obtain all required Bank Regulatory Approvals, or the imposition of conditions, limitations, or requirements by Bank Regulators that could materially affect the Company or the Bank's operations post-closing.
• Deterioration of the Bank's regulatory ratings (e.g., CAMELS) or material non-compliance with its CRA Strategic Plan.
• Experiencing a material adverse development in BSA, AML, or sanctions compliance, as evidenced by written notice from a Banking Regulator.
• The Bank becoming undercapitalized, significantly undercapitalized, or critically undercapitalized under PCA Regulations prior to closing.

Future Outlook

The combined entity, OGB Financial Company, aims to become the premier bank for the 'Crypto Economy' by being the first chartered bank to fully integrate crypto into daily banking. This includes enabling easy on and off-chain money movement, instant crypto deposits via its patent-pending 'OGB Freedom Offramp,' offering self-service crypto loans, and issuing its own payment stablecoin, OGBUSD, on the ERC-20 standard for global payments. The company expects to continue its strong deposit growth and expand its services within the 'Freedom Economy' sectors.

Management Comments

• Michael Staw (Co-Founder and Chief Innovation Officer, Old Glory Bank): "We intend for Old Glory Bank to be the first chartered bank to fully integrate crypto into daily banking."
• Michael Staw: "At Old Glory Bank, we are an actual bank, so we are confident that, in the future, our customers will have the ability to easily move money on and off chain, as well as instantly deposit crypto into their bank account, by exchanging crypto into fiat utilizing our patent-pending OGB Freedom Offramp."
• Michael Staw: "Old Glory Bank intends to offer fast and easy self-service crypto loans for our great customers who do not want to sell crypto, receive a 1099-DA, and potentially be subject to tax."
• Michael Staw: "We wont stop there, and Old Glory Bank intends to issue its own payment stablecoin, OGBUSD, on the ERC-20 standard so that our freedom-loving customers will have the ability to make payments around the world instantly and securely on various blockchains."
• Dr. Ben Carson (Co-Founder and Board Member, Old Glory Bank Holding Company): "This transaction and the related listing on Nasdaq will provide the capital necessary for us to continue growing deposits while ensuring that the great Americans living on Main Street, who we serve from sea to shining sea, can also be owners."
• Larry Elder (Co-Founder and Director, Old Glory Holding Company): "We proudly started offering bank accounts to the crypto community in early 2024, and we never succumbed to the Biden Administrations Operation Chokepoint 2.0."
• Sean Spicer (Board Member, Old Glory Bank): "Old Glory Bank is about product, service, and freedom. We have all the products and features of the mega banks, but we dont debank people who exercise their Constitutional rights or disagree with the government. Administrations change, so it is important to be with a bank that has always been on the right side of banking. There has never been any DEI at Old Glory Bank; only PSL – Privacy, Security, Liberty."
• John Rich (Co-Founder, Old Glory Bank): "Of all the great products and services we offer at Old Glory Bank, what Im most proud of is Old Glory Protect. We are the only bank that offers to our fearless Protectors who open a free account and bank with us, a free $100,000 Line-of-Duty Death Benefit, because without them, we wouldnt have the freedom and opportunity to build something as important as Old Glory Bank."
• Mike Ring (Co-Founder, President and CEO, Old Glory Bank): "Old Glory Bank was created as a market solution to debanking and the denial by the mega banks of financial freedoms. America cannot have financial freedom without decentralized finance. Thats why Old Glory Bank supports crypto and decentralized blockchain transactions, and we were one of the few banks to proudly provide banking services to crypto companies during the Biden Administration, when many of the mega banks cowered and acquiesced to the government. We have never cowered to the government. Trust me, if the mega banks cowered before, theyll do it again once the political winds change."
• Bill Shine (Co-Founder and Executive Chairman, Old Glory Bank): "Americans should not be scrutinized or tracked for lawful and personal financial transactions. Our upcoming OGBUSD stablecoin will ride on various blockchains, not the Fedwire Funds Service, not the SWIFT network, and not the card networks. Our customers money is their business!"
• Peter Ort (Principal Executive Officer and Co-Chairman, DAAQ): "In less than three years, Old Glory Bank established itself as the premier bank for the Freedom Economy, and we believe in 2026, they will establish themselves as the premier bank for the Crypto Economy. Because Old Glory Bank has a traditional bank charter, they can offer their customers frictionless integration of fiat and crypto in one tech stack, including loans, plus offer all other traditional banking services that you can only get with an FDIC-Insured Bank."

Industry Context

This announcement positions OGB Financial Company as a unique player in the banking sector, explicitly targeting the 'Freedom Economy' (e.g., firearms, oil & gas, agriculture) and the 'DeFi Economy' (crypto). This strategy directly contrasts with larger, more traditional banks, which Old Glory Bank's management suggests have 'debanked' certain customers or 'cowered' to government pressure. The focus on integrating crypto into daily banking, including plans for self-service crypto loans and a proprietary stablecoin, aims to capitalize on the growing demand for crypto-friendly financial services within a regulated framework, potentially setting a new standard for traditional banks engaging with digital assets, especially following the 'GENIUS Act'.

Comparison to Industry Standards

• Old Glory Bank's reported deposit growth of over 2,000% from $10 million to over $245 million in approximately 2.5 years significantly outpaces typical growth rates for community banks.
• The stated intention to be the 'first chartered bank to fully integrate crypto into daily banking' and offer self-service crypto loans and a proprietary payment stablecoin (OGBUSD) positions the company ahead of most traditional banks and many fintechs in terms of direct, regulated crypto integration.
• The 'no DEI, only PSL (Privacy, Security, Liberty)' stance is a distinct philosophical and operational departure from the broader corporate trend of emphasizing Diversity, Equity, and Inclusion initiatives.
• The offering of a free $100,000 Line-of-Duty Death Benefit to 'Protectors' (first responders, military, etc.) is a unique product not commonly found among banking institutions.
• The development of a 'Next Generation banking stack' and 'OGB Freedom Offramp' for frictionless crypto-fiat exchange aims to provide a competitive advantage over existing, often more cumbersome, crypto-banking solutions.

Management Changes

Corporate Governance

Legal Proceedings

• The filing notes as a risk factor the 'outcome of any legal proceedings that may be instituted against DAAQ, Old Glory Bank, the combined company, or others' related to the transaction.
• A condition to closing for DAAQ is that neither Old Glory Bank nor its subsidiary, Old Glory Bank (Oklahoma state-chartered bank), shall have become subject to any formal enforcement action by any Banking Regulator that was not in place as of the date of the execution of the Business Combination Agreement.

Related Party Transactions

• Sponsor Support Agreement: DAAQ, DAAQ Sponsor LLC, and DAAQ's directors, officers, and advisors (Supporting Sponsor Shareholders) agreed to vote in favor of the business combination and waive certain anti-dilution rights.
• Company Support Agreements: DAAQ and certain shareholders of Old Glory Bank (Supporting Company Shareholders) agreed to execute written consent for the business combination, not to transfer Old Glory Bank shares, and abide by other covenants.
• Lock-Up Agreements: DAAQ, Old Glory Bank, Supporting Sponsor Shareholders, and Supporting Company Shareholders entered into agreements restricting the transfer of Pubco Common Stock for a specified period post-closing.
• Registration Rights Agreement: Pubco, Supporting Sponsor Shareholders, and Specified Company Shareholders will enter into an agreement granting customary registration rights for Pubco securities held by them after the business combination.

Stakeholder Impact

• **Shareholders (DAAQ):** Will become shareholders of OGB Financial Company, participating in a combined entity focused on the 'Freedom Economy' and 'DeFi Economy'. They have redemption rights for their Class A shares.
• **Shareholders (Old Glory Bank):** Will exchange their Old Glory Bank shares for Pubco Common Stock, gaining access to a public market listing and potential liquidity.
• **Customers (Old Glory Bank):** Expected to benefit from continued and expanded banking services, including innovative crypto integration and a commitment to 'Privacy, Security, Liberty'.
• **Employees/Management (Old Glory Bank):** Current executive officers of Old Glory Bank will become executive officers of Pubco, ensuring continuity. A Pubco Incentive Equity Plan will be established, offering equity compensation.
• **Regulators:** The transaction requires multiple regulatory approvals, including from Bank Regulators, the SEC, and Nasdaq, indicating significant oversight and potential impact on the approval process and future operations.

Next Steps

• DAAQ will change its jurisdiction of incorporation to Texas and its name to OGB Financial Company (Pubco).
• Old Glory Bank will merge with and into Pubco, with Pubco continuing as the surviving company.
• DAAQ and Old Glory Bank intend to file a registration statement on Form S-4 (proxy statement/prospectus) with the SEC.
• DAAQ will mail a definitive proxy statement and other relevant documents to its shareholders for a vote on the business combination.
• Old Glory Bank shareholders will provide a written consent approving the business combination.
• DAAQ and Old Glory Bank will use commercially reasonable efforts to complete a PIPE financing prior to closing.
• All required Bank Regulatory Approvals must be received.
• Nasdaq approval for Pubco's initial listing application must be obtained.
• Old Glory Bank is required to deliver its audited financial statements for 2024 by January 31, 2026, and for 2025 by February 28, 2026.
• A confidential draft Registration Statement / Proxy Statement is targeted for filing by February 14, 2026, if 2024 financials are delivered.
• The Pubco Board will approve and adopt an equity incentive plan prior to the DAAQ Shareholders Meeting.
• Pubco will file an effective registration statement on Form S-8 for shares issuable under the PubCo Incentive Equity Plan.
• The closing of the transaction is expected to occur in the first half of 2026.

Key Dates

Recommendation

The merger of Digital Asset Acquisition Corp. with Old Glory Bank creates a unique investment opportunity in a regulated bank explicitly targeting the 'Freedom Economy' and 'DeFi Economy.' Old Glory Bank has demonstrated exceptional growth, increasing deposits by over 2,000% to $245 million in less than three years, and boasts a substantial customer base of over 80,000 accounts. Its strategic focus on integrating crypto into daily banking, including plans for self-service crypto loans and a proprietary stablecoin (OGBUSD), positions it at the forefront of financial innovation within a traditional banking framework. The transaction provides a clear path to public listing on Nasdaq, backed by DAAQ's $176 million trust account and an anticipated $50 million PIPE financing, offering a strong capital base for future expansion. The experienced leadership team further enhances the company's prospects. While regulatory approvals and execution risks exist, the compelling growth story, innovative market strategy, and strong financial backing make this a highly attractive long-term investment.

Keywords

SPAC, Business Combination, Digital Asset Acquisition Corp, Old Glory Bank, OGB Financial Company, Nasdaq, Banking, Fintech, Crypto, Decentralized Finance, DeFi, Stablecoin, OGBUSD, Financial Services, Community Bank, Bank Holding Company, Texas, Oklahoma, Financial Technology, Regulated Bank, BSA, AML, OFAC, CRA