425: Digital Asset Acquisition Corp. to Merge with Old Glory Bank

Digital Asset Acquisition Corp. and Old Glory Bank announced a business combination agreement to create OGB Financial Company, a publicly listed Texas corporation on Nasdaq.

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 transaction will result in DAAQ changing its jurisdiction to Texas, deregistering as a Cayman Islands exempted company, and domesticating as a Texas corporation named OGB Financial Company (Pubco).
• Old Glory Bank will merge with and into Pubco, with Pubco continuing as the surviving company, publicly listed on Nasdaq.
• Old Glory Bank aims to ensure its public company is treated fairly and without political bias by incorporating in freedom-loving Texas, rather than Delaware.
• The objective of being publicly owned was achieved ahead of schedule in 2026, approximately 3 years after launch, compared to the initial hope of late 2027 or early 2028 (4-5 years).
• The transaction is expected to provide Old Glory Bank with the necessary capital to continue its growth and product launches.
• Old Glory Bank's products, services, values, mission, Board of Directors, and senior leadership, including President and CEO Mike Ring, will remain unchanged.
• Customers and potential investors are encouraged to consider buying shares of DAAQ, which will convert to OGB Financial Company (OGB) stock upon the closing of the transaction.

Sentiment

Score: 8

Explanation: The filing conveys a highly positive sentiment regarding the business combination, emphasizing accelerated achievement of public ownership, securing capital for growth, and maintaining core values and leadership. While standard merger risks are acknowledged, the overall tone is optimistic and forward-looking.

Positives

• Achieved the goal of being publicly owned ahead of schedule, in 3 years (2026) instead of the initially hoped 4-5 years (late 2027 or early 2028).
• The transaction will ensure Old Glory Bank has the needed capital to continue its unprecedented growth and product launches.
• The bank's core products, services, values, mission, Board of Directors, and existing team, including CEO Mike Ring, will remain unchanged.
• Incorporation in Texas is highlighted as a strategic move to ensure fair treatment and avoid political bias for the public company.
• The transaction will allow 'Main Street' investors to easily buy and sell the public company stock on Nasdaq.

Risks

• Changes in domestic and foreign business, market, financial, political conditions, and applicable laws and regulations.
• The occurrence of any event, change, or other circumstances that could lead to the termination of the definitive agreements and negotiations.
• The outcome of any legal proceedings that may be instituted against DAAQ, Old Glory Bank, the combined company, or others.
• Inability to complete the Business Combination due to failure to obtain shareholder approval or to satisfy other closing conditions.
• 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.
• The ability to recognize the anticipated benefits of the Business Combination, which may be affected by factors such as competition, the ability to grow and manage growth profitably, customer and employee retention, timing and amount of future capital expenditures, and future cash flow.
• 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.
• The inherent risk that the deal may not close, regardless of efforts to complete it.

Future Outlook

The business combination is expected to ensure Old Glory Bank has the necessary capital for continued unprecedented growth and product launches. The combined entity, OGB Financial Company, will be publicly listed on Nasdaq, allowing broader public ownership. Management anticipates maintaining the bank's mission of Privacy, Security, and Liberty FOR America, owned BY America.

Management Comments

• "Liberty has a sound, and its ringing loud and clear!"
• "It has always been our desire to keep Old Glory Bank owned by Main Street, and this transaction will ensure that all of America can be owners."
• "We believe the mission of Privacy, Security, and Liberty FOR America should be owned BY America."
• "We are incredibly blessed to reach this milestone ahead of schedule, in just 3 years in 2026!"
• "Most importantly to our Old Glory Bank Customers is that nothing changes with our products, services, and especially, our values and mission."
• "Our passionate President and CEO, Mike Ring, will continue to be our servant leader."
• "What this transaction will do is ensure that Old Glory Bank has the needed capital to continue our unprecedented growth and product launches."
• "With excitement and gratitude, we look forward to standing with you in our next chapter as the bank FOR America."

Industry Context

This announcement highlights a trend of companies seeking to align with specific values and potentially cater to a niche market, emphasizing 'Privacy, Security, and Liberty' and incorporating in Texas to avoid perceived political bias. This strategy aims to differentiate Old Glory Bank in a competitive financial services landscape by appealing to a segment of the population that values these principles, potentially positioning it as an alternative to more traditional banking institutions.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results for direct industry comparison. It references its own 'mini-IPO' (Regulation A offering) which attracted over 6,000 new owners, serving as an internal benchmark for its community-focused ownership strategy.

Stakeholder Impact

• Shareholders of DAAQ will vote on the Business Combination and will have their shares converted into OGB Financial Company stock upon closing.
• Equityholders of Old Glory Bank will receive securities in Pubco (OGB Financial Company) in connection with the completion of the Business Combination.
• Customers of Old Glory Bank are assured that nothing will change regarding products, services, values, and mission.
• Employees and the management team of Old Glory Bank are expected to remain in their roles, with no changes to the Board of Directors or senior leadership.
• The broader public will gain the opportunity to become owners of Old Glory Bank through its Nasdaq listing, aligning with the company's desire for 'Main Street' ownership.

Next Steps

• DAAQ and Old Glory Bank intend to file a registration statement on Form S-4 (including a proxy statement/prospectus) with the SEC.
• After the Registration Statement is declared effective, DAAQ will mail a definitive proxy statement and other relevant documents to its shareholders.
• DAAQ's shareholders will vote on the Business Combination and other related matters.
• Closing of the transaction, which will involve DAAQ changing its name to OGB Financial Company and its ticker symbol to OGB.

Key Dates

Recommendation

The filing presents a compelling case for investment, highlighting a strategic merger that secures capital for growth and achieves public listing ahead of schedule. Management's explicit encouragement to buy DAAQ stock, which will convert to the combined entity's shares, signals strong confidence in the deal's success and future value. The emphasis on maintaining core values and leadership provides stability, while the Texas incorporation strategy aims to mitigate political risks, making it an attractive proposition for investors aligned with its mission.

Keywords

Digital Asset Acquisition Corp., Old Glory Bank, Business Combination, Merger, SPAC, Nasdaq Listing, OGB Financial Company, Bank Holding Company, Texas Incorporation, Financial Services