8-K: Old Glory Bank to Go Public via DAAQ SPAC Merger

Digital Asset Acquisition Corp. (DAAQ) announced a definitive business combination agreement with Old Glory Bank, valuing the bank at $250 million, with plans to list on Nasdaq as OGB Financial Company under the ticker OGB.

Summary

• Digital Asset Acquisition Corp. (DAAQ), a SPAC, is merging with Old Glory Holding Company (Old Glory Bank) in a definitive business combination agreement.
• DAAQ will redomicile to Texas and be renamed OGB Financial Company ("Pubco"), which will then acquire Old Glory Bank.
• The combined entity, Pubco, is expected to be listed on Nasdaq under the ticker symbol "OGB".
• Old Glory Bank's pre-money valuation in this transaction is $250 million.
• DAAQ currently holds $176 million in its trust account.
• The transaction aims to secure at least $50 million in cash at closing, combining funds from DAAQ's trust account and a private placement in public equity (PIPE) financing.
• The closing is anticipated in late Q1 or early Q2 2026, pending shareholder and regulatory approvals.
• Old Glory Bank reported significant growth, with deposits increasing over 2,000% from $10 million to over $245 million as of December 31, 2025.

Sentiment

Score: 8

Explanation: The filing details a definitive merger agreement that provides a clear path for Old Glory Bank to become a publicly traded entity, backed by a substantial trust account and planned PIPE financing. The bank's rapid deposit growth and unique strategic focus on underserved markets (crypto, "freedom economy") present significant growth opportunities. While standard merger risks are present, the overall tone and strategic direction are highly positive for the company's future.

Positives

• Old Glory Bank has demonstrated strong growth, with deposits increasing over 2,000% from $10 million to over $245 million as of December 31, 2025.
• The transaction provides Old Glory Bank with access to public capital markets via Nasdaq listing, which is crucial for continued growth and deposit acquisition.
• The bank's strategic focus on "pro-America" values and serving industries like crypto, firearms, oil and gas, and agriculture positions it uniquely in the market.
• Plans to integrate crypto into daily banking, offer self-service crypto loans, and issue its own stablecoin (OGBUSD) could attract a new customer base and differentiate it from traditional banks.
• The minimum closing cash condition of $50 million provides a clear financial target for the transaction's success.
• Strong support from key stakeholders, including DAAQ's sponsor and Old Glory Bank's major shareholders, through support and lock-up agreements.

Negatives

• The transaction is subject to numerous closing conditions, including various regulatory approvals (Bank Regulatory Approvals, HSR Act, Nasdaq listing), DAAQ and Old Glory Bank shareholder approvals, and a minimum cash condition, which introduce uncertainty and potential for delay or termination.
• Old Glory Bank is required to deliver audited financial statements (2024 by Jan 31, 2026, and 2025 by Feb 28, 2026) prepared under PCAOB standards, which can be a complex and time-consuming process for a private company. Failure to deliver these by the deadlines can lead to termination.
• The "Forward-Looking Statements" section highlights many risks and uncertainties, indicating that actual results could differ materially from expectations.
• The termination clause includes a provision where Old Glory Bank would issue $10 million of Class A common stock to DAAQ if the deal terminates due to failure of Bank Regulatory Approvals, assuming the minimum cash condition was met, indicating a potential cost for Old Glory Bank.

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.
• 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 approvals or satisfy other closing conditions.
• Changes to the proposed transaction structure required by applicable laws or regulations.
• Inability to meet stock exchange listing standards after the transaction.
• The risk that the transaction disrupts current plans and operations of DAAQ or Old Glory Bank.
• Inability to recognize the anticipated benefits of the business combination, affected by 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 transaction.
• 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.
• Additional risks and uncertainties detailed in DAAQ's SEC filings, including the Registration Statement's Risk Factors section.
• Failure to obtain all required Bank Regulatory Approvals, or such approvals containing materially adverse conditions.
• Old Glory Bank or its subsidiary becoming subject to formal enforcement action by a Banking Regulator that was not in place as of the date of the Business Combination Agreement.
• Deterioration of bank regulatory ratings from the most recent examination.
• Failure to maintain material compliance with the CRA Strategic Plan.
• Material adverse development in BSA, AML, or sanctions compliance, evidenced by written notice from a banking regulator.
• Failure to deliver 2024 or 2025 PCAOB audited financial statements by the specified deadlines (January 31, 2026, and February 28, 2026, respectively).

Future Outlook

The combined company, OGB Financial Company (Pubco), aims to become the premier bank for both the "Freedom Economy" and the "Crypto Economy." It intends to be the first chartered bank to fully integrate crypto into daily banking, offering frictionless fiat-to-crypto and crypto-to-fiat transactions, self-service crypto loans, and its own payment stablecoin (OGBUSD) on the ERC-20 standard for instant global payments. Management expects continued growth in deposits and aims to provide traditional banking services alongside innovative crypto solutions, emphasizing privacy, security, and liberty.

Management Comments

• "We intend for Old Glory Bank to be the first chartered bank to fully integrate crypto into daily banking." Michael Staw, Co-Founder and Chief Innovation Officer.
• "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." Dr. Ben Carson, Co-Founder and Board Member of Old Glory Bank Holding Company.
• "Old Glory Bank has continued to push back against debanking and continues to support America's important industries like crypto, firearms, oil and gas, and agriculture. We proudly started offering bank accounts to the crypto community in early 2024, and we never succumbed to the Biden Administration's Operation Chokepoint 2.0." Larry Elder, Co-Founder and Director of Old Glory Holding Company.
• "Old Glory Bank is about product, service, and freedom. We have all the products and features of the mega banks, but we don't 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." Sean Spicer, Old Glory Bank Board Member.
• "Of all the great products and services we offer at Old Glory Bank, what I'm 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 wouldn't have the freedom and opportunity to build something as important as Old Glory Bank." John Rich, Co-Founder of 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. That's 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, they'll do it again once the political winds change." Mike Ring, Co-Founder, President and CEO of Old Glory Bank.
• "Today, it's too confusing, slow, and difficult for regular Americans to move money from a bank account to the blockchain. 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, Co-Founder and Chief Innovation Officer of Old Glory Bank.
• "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. Again, because we are a bank, and we have one of the lowest costs of funds in the industry, we will be able to make consumer crypto loans in all 50 states, with fair interest rates and no garbage fees." Michael Staw, Co-Founder and Chief Innovation Officer of Old Glory Bank.
• "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!" Bill Shine, Co-Founder and Executive Chairman of Old Glory Bank.
• "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." Peter Ort, Principal Executive Officer and Co-Chairman of DAAQ.
• "I'm very proud that we are making our public company home in Texas, one of our most populous states for account holders, where it's an easy drive up I-35 to our beautiful branch in Elmore City, Oklahoma." Mike Ring, Co-Founder, President and CEO of Old Glory Bank.

Industry Context

This business combination positions Old Glory Bank as a unique player in the banking sector, explicitly targeting the "Freedom Economy" and "Crypto Economy." It directly addresses the "debanking" trend by offering services to industries often shunned by larger financial institutions, such as crypto, firearms, oil and gas, and agriculture. The bank's stated intention to integrate crypto into daily banking, offer crypto-backed loans, and launch its own stablecoin (OGBUSD) reflects a proactive stance in the evolving digital asset landscape, aiming to bridge traditional finance with decentralized finance. This strategy contrasts with many traditional banks that have been hesitant or slow to adopt crypto services, especially in the wake of regulatory scrutiny like "Operation Chokepoint 2.0." The emphasis on "Privacy, Security, Liberty" (PSL) also taps into a specific demographic seeking alternatives to mainstream financial institutions.

Comparison to Industry Standards

• Old Glory Bank's stated goal to be the "first chartered bank to fully integrate crypto into daily banking" sets it apart from most traditional banks, which typically offer limited crypto services or partner with third-party crypto firms.
• Its commitment to serving industries like firearms, oil and gas, and agriculture, and its stance against "debanking," contrasts with the risk-averse strategies of many larger financial institutions that have de-risked from these sectors.
• The planned issuance of its own payment stablecoin, OGBUSD, on the ERC-20 standard, intended to operate independently of Fedwire, SWIFT, or card networks, is a significant departure from standard banking practices and aims to compete with existing stablecoins and traditional payment rails.
• The offering of a $100,000 Line-of-Duty Death Benefit for "Protectors" (first responders, military, etc.) is a unique customer loyalty program not commonly found in the broader banking industry.
• The rapid deposit growth of over 2,000% from $10 million to $245 million in less than three years (April 2023 to December 2025) significantly outpaces typical community bank growth rates and indicates strong market acceptance within its target demographic.

Management Changes

Corporate Governance

Legal Proceedings

• The "Forward-Looking Statements" section identifies the outcome of any legal proceedings that may be instituted against DAAQ, Old Glory Bank, the combined company, or others as a risk factor.
• A closing condition stipulates that neither Old Glory Bank nor its wholly-owned subsidiary, Old Glory Bank, an 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 Business Combination Agreement.
• The Company represents that there are no material Proceedings pending or, to its knowledge, threatened in writing against or involving any Group Company that, if adversely decided or resolved, would be material to the Group Companies, taken as a whole.
• DAAQ represents that there are no material Proceedings pending or, to its knowledge, threatened against or involving DAAQ that, if adversely decided or resolved, would be material to DAAQ, taken as a whole.

Related Party Transactions

• Sponsor Support Agreement: Entered into by DAAQ, DAAQ Sponsor LLC, and DAAQ's directors, officers, and advisors, agreeing to vote in favor of the business combination and waive anti-dilution rights.
• Company Support Agreements: Entered into by DAAQ and certain shareholders of Old Glory Bank, agreeing to vote in favor of the business combination and not to transfer shares before closing.
• Lock-Up Agreements: Entered into by DAAQ, Old Glory Bank, Supporting Sponsor Shareholders, and Supporting Company Shareholders, restricting the transfer of PubCo Common Stock for a specified period post-closing.
• The Company Disclosure Schedules (Section 4.19) are stated to list all contracts between any Group Company and any officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of any Group Company (excluding other Group Companies) or their family members, other than ordinary course employment/compensation and permitted post-agreement contracts.
• The DAAQ Disclosure Schedules (Section 5.11) are stated to list all contracts between DAAQ and any officer, director, employee, partner, member, manager, direct or indirect equityholder (including the Sponsor) or affiliate of DAAQ or the Sponsor, excluding ordinary course employment/services and permitted post-agreement contracts.

Stakeholder Impact

• Shareholders of DAAQ: Will vote on the merger, have redemption rights for Class A shares, and will become shareholders of Pubco (OGB Financial Company). Sponsor shareholders waive anti-dilution rights.
• Shareholders of Old Glory Bank: Will exchange their shares for Pubco Common Stock and will be subject to lock-up agreements. Key shareholders will provide written consent for the merger.
• Employees/Management: Executive officers of Old Glory Bank will become executive officers of Pubco. Employee benefit plans and compensation are subject to review for 280G implications.
• Customers: Old Glory Bank's customers will continue to receive banking services, with an expanded focus on crypto integration and "freedom-oriented" banking.
• Regulators: The transaction requires extensive approvals from Banking Regulators (Federal Reserve, Oklahoma State Banking Commissioner, FDIC) and the SEC, indicating significant regulatory oversight.
• Advisors: Clear Street LLC and Cohen & Company Capital Markets are serving as financial advisors, indicating fees for these services.

Next Steps

• DAAQ to change its jurisdiction of incorporation to Texas and rename to OGB Financial Company (Pubco).
• Old Glory Bank to merge with and into Pubco.
• DAAQ and Old Glory Bank to file a registration statement on Form S-4 (including proxy statement/prospectus) with the SEC.
• SEC to declare the Registration Statement effective.
• DAAQ to mail definitive proxy statement to shareholders.
• DAAQ to convene a DAAQ Shareholders Meeting to obtain shareholder approvals for the transaction.
• Old Glory Bank to obtain Company Shareholder Written Consent within 10 days of S-4 effectiveness.
• DAAQ and Old Glory Bank to use commercially reasonable efforts to complete a PIPE financing.
• Obtain all required Bank Regulatory Approvals.
• Obtain Nasdaq approval for Pubco's initial listing application under ticker OGB.
• Old Glory Bank to deliver 2024 audited financials by January 31, 2026.
• Old Glory Bank to deliver 2025 audited financials by February 28, 2026.
• Pubco Board to approve and adopt an equity incentive plan (PubCo Incentive Equity Plan) prior to DAAQ Shareholders Meeting.
• Pubco to file an effective registration statement on Form S-8 for the incentive plan shares.
• Closing of the transaction, expected in late Q1 or early Q2 2026.

Key Dates

Recommendation

The definitive business combination agreement provides a clear and accelerated path for Old Glory Bank, a rapidly growing and strategically differentiated financial institution, to become publicly traded. Its unique positioning in the "Freedom Economy" and its aggressive push into crypto banking, including plans for self-service crypto loans and a proprietary stablecoin, tap into significant underserved markets. The substantial deposit growth (2,000% in less than three years) demonstrates strong market traction. The $176 million in DAAQ's trust account and the planned $50 million PIPE financing provide a solid capital base for future expansion. While regulatory approvals and integration risks exist, the strategic vision, market differentiation, and growth trajectory suggest significant upside potential for long-term investors.

Keywords

SPAC, Merger, Digital Asset Acquisition Corp., DAAQ, Old Glory Bank, OGB Financial Company, Nasdaq Listing, Banking, Crypto Economy, Decentralized Finance, Stablecoin, Financial Technology, Bank Holding Company, SEC Filing, Business Combination, Trust Account, PIPE Financing, Regulatory Approval, Corporate Governance, Risk Factors