425: Old Glory Bank to Go Public via DAAQ Merger on Nasdaq

Digital Asset Acquisition Corp. and Old Glory Bank announce a business combination to create OGB Financial Company, a public Texas corporation listed on Nasdaq, aiming to bridge traditional finance and crypto.

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, renaming to OGB Financial Company (Pubco), and Old Glory Bank merging into Pubco.
• The combined entity, OGB Financial Company, will be a publicly listed company on the Nasdaq.
• Old Glory Bank aims to bridge traditional finance with crypto, creating a 'new financial architecture for freedom-loving Americans' and becoming the 'premier bank for the DeFi Economy'.
• The company emphasizes its commitment to 'never cancel people' and unifying crypto into daily banking.
• A Registration Statement on Form S-4, including a proxy statement/prospectus, will be filed with the SEC for DAAQ shareholder approval.

Sentiment

Score: 7

Explanation: The filing is highly promotional and positive about the proposed business combination and the future prospects of Old Glory Bank, emphasizing growth, innovation, and a unique market position. The tone is optimistic, though it does include standard merger risks.

Positives

• Old Glory Bank is poised to become a public company on the Nasdaq, which is expected to fuel its growth and innovation.
• The transaction signals a new financial architecture bridging traditional finance and crypto, catering to 'freedom-loving Americans'.
• The move aims to combine daily banking with crypto, promoting a hybrid, decentralized finance model built on values and choice.
• Management expresses confidence in their product and customer service, highlighting a commitment to not 'cancel people'.

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 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 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 inability 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 inability to recognize the anticipated benefits of the Business Combination, which may be affected by factors such as competition, the ability of the combined company to grow and manage growth profitably, customer and employee retention, future capital expenditures, and 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.
• Uncertainty regarding estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments.

Future Outlook

The combined company, OGB Financial Company, aims to become the premier bank for the DeFi Economy, bridging traditional finance with crypto and offering a hybrid, decentralized banking model built on values and choice. Management anticipates growth and innovation fueled by becoming a public company on Nasdaq.

Management Comments

• "Freedom needs a financial backbone. Old Glory Bank has plans to go public on the Nasdaq in the coming months."
• "The bank built for the Freedom Economy is becoming the premier bank for the DeFi Economy."
• "This move will fuel OGBs growth and innovation to combine daily banking with crypto, and signals the next wave of finance: hybrid, decentralized, built on values and choice."
• "We deliver the best product, product, product and customer service, the best banking that will never cancel people." (Mike Ring, Old Glory Bank)
• "We love the lawsuit by Donald Trump against Chase Bank and we're going to make some hay out of that because we've been right about this issue from the start." (Mike Ring, Old Glory Bank)
• "We are in the next step to unify crypto into daily banking because when you have decentralized finance, which the blockchain and crypto does, you have freedom." (Mike Ring, Old Glory Bank)

Industry Context

This transaction reflects a growing trend of traditional financial institutions exploring or integrating with decentralized finance (DeFi) and cryptocurrency. Old Glory Bank positions itself uniquely by combining this technological integration with a 'freedom economy' ethos, potentially appealing to a specific demographic concerned with financial censorship, a niche that has seen increased attention in recent years.

Legal Proceedings

• The filing mentions the outcome of any legal proceedings that may be instituted against DAAQ, Old Glory Bank, the combined company, or others as a risk factor.
• Mike Ring also references a lawsuit by Donald Trump against Chase Bank, aligning Old Glory Bank with a stance against 'debanking'.

Stakeholder Impact

• Shareholders (DAAQ): Will vote on the business combination and become shareholders of the new Pubco (OGB Financial Company).
• Shareholders (Old Glory Bank): Will exchange their equity for shares in Pubco.
• Customers: Old Glory Bank aims to provide banking services that 'never cancel people' and integrate crypto, appealing to 'freedom-loving Americans' and those interested in the 'DeFi Economy'.
• Employees: Mike Ring mentions '85 employees who actually make this work every day'. The merger is expected to fuel growth, potentially impacting employees positively.

Next Steps

• DAAQ and Old Glory Bank intend to file a Registration Statement on Form S-4 with the SEC.
• The Registration Statement will include a proxy statement/prospectus for DAAQ shareholders.
• DAAQ shareholders will vote on the Business Combination and other related matters.
• After the Registration Statement is declared effective, DAAQ will mail a definitive proxy statement to its shareholders.

Key Dates

Keywords

Old Glory Bank, DAAQ, Business Combination, Nasdaq, DeFi, Crypto Banking, Financial Technology, SPAC, Texas Corporation, Digital Assets