425: Old Glory Bank to Go Public via De-SPAC Merger

Digital Asset Acquisition Corp. and Old Glory Bank announce a business combination leading to Old Glory Bank's public listing on Nasdaq as OGB Financial Company.

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 from Cayman Islands 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 public company.
• Old Glory Bank expects to become publicly listed on Nasdaq, making it the first bank to complete a De-SPAC transaction.
• The bank emphasizes its values-aligned approach, positioning itself as an alternative to 'mega banks' and promoting 'Privacy, Security, and Liberty'.
• Old Glory Bank has seen deposits grow by more than 2,000% in less than 3 years, indicating strong customer adoption for its 'Freedom Economy' model.

Sentiment

Score: 8

Explanation: The filing is highly promotional and announces a significant positive corporate event (going public via De-SPAC) with strong growth metrics (2000% deposit increase). While it lists risks, the overall tone and content are very positive regarding the future prospects of the combined entity.

Positives

• Old Glory Bank has achieved significant growth, with deposits increasing by over 2,000% in less than 3 years.
• The business combination will enable Old Glory Bank to become a publicly traded company on Nasdaq, increasing its visibility and access to capital.
• The company positions itself as a values-driven alternative to traditional large banks, potentially attracting a specific customer base seeking 'Privacy, Security, and Liberty'.
• The domestication to Texas from the Cayman Islands for DAAQ (now Pubco) may appeal to a 'Bank FOR America' narrative.

Negatives

• None explicitly mentioned in the filing, which is promotional in nature for the upcoming business combination.

Risks

• Changes in domestic and foreign business, market, financial, political conditions, and applicable laws and regulations could impact the transaction or future operations.
• The occurrence of any event, change, or circumstances that could lead to the termination of the definitive agreements for the Business Combination.
• Potential legal proceedings against DAAQ, Old Glory Bank, the combined company, or others.
• Inability to complete the Business Combination due to failure to obtain shareholder approval or satisfy other closing conditions.
• Required or appropriate changes to the proposed structure of the Business Combination as a result of applicable laws or regulations.
• Inability to meet stock exchange listing standards following the consummation of the Business Combination.
• The Business Combination may disrupt current plans and operations of DAAQ or Old Glory Bank.
• Inability to recognize the anticipated benefits of the Business Combination, which could be affected by competition, growth management, customer and employee retention, capital expenditures, and cash flow.
• Costs related to the Business Combination 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.

Future Outlook

Old Glory Bank expects to soon be publicly listed on Nasdaq following the completion of its business combination with Digital Asset Acquisition Corp. The combined entity, OGB Financial Company (Pubco), anticipates offering its stock to the public, allowing everyday Americans to own shares in a bank that aligns with 'traditional values' and the 'Freedom Economy'. The company projects continued growth and aims to be a leading alternative to larger financial institutions.

Management Comments

• Old Glory Bank has all the products and services of a mega bank, but they have the same values that we do.
• They are the best alternative to debanking, government bailouts, and improper government surveillance.
• There is no Debanking or Improper Surveillance at Old Glory Bank just Privacy, Security, and Liberty.
• Old Glory Bank, the Bank FOR America, expects to soon be publicly listed on Nasdaq and folks living near Main Street, not Wall Street, will be able to own their stock.
• This means that everyday Americans who love this country will be able to own stock in a bank that actually stands for them. The Freedom Economy. The De-Fi Economy. Traditional values. This is a win for all of us.
• Old Glory Bank offers everything you need, but more importantly, they're run by patriots who share your values. That matters.
• Patriots can own stock in a bank that shares their values. They have all of the products and services of the big bad banks, and because of your support, Old Glory Bank has deposits by more than 2,000% in less than 3 years. Amazing! It proves people are looking for alternatives to the big banks.

Industry Context

This announcement highlights the growing trend of De-SPAC transactions as a pathway for private companies to go public, particularly for entities like Old Glory Bank that cater to a specific niche, often termed the 'Freedom Economy' or 'De-Fi Economy'. It positions Old Glory Bank as a values-based alternative to larger, more traditional 'mega banks', tapping into a segment of the market seeking financial institutions aligned with specific political or social values, and potentially capitalizing on concerns about 'debanking' or 'surveillance' in mainstream banking.

Comparison to Industry Standards

• The filing generally contrasts Old Glory Bank with 'mega banks' and 'big bad banks' by emphasizing its values-aligned approach and commitment to 'Privacy, Security, and Liberty', rather than providing specific financial or operational comparisons to named competitors.
• The reported deposit growth of over 2,000% in less than 3 years suggests a rapid expansion, which could be significantly higher than the average growth rates for established, larger banks in the U.S. market, though specific benchmarks are not provided.

Corporate Governance

Legal Proceedings

• The outcome of any legal proceedings that may be instituted against DAAQ, Old Glory Bank, the combined company, or others is listed as a potential risk factor for the business combination.

Stakeholder Impact

• Shareholders of DAAQ will vote on the Business Combination and will become shareholders of the new public entity, OGB Financial Company.
• Customers of Old Glory Bank will continue to have access to banking services from a publicly traded institution that emphasizes shared values.
• Investment professionals and the public will gain access to invest in Old Glory Bank's stock on Nasdaq.

Next Steps

• DAAQ and Old Glory Bank intend to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus.
• The Business Combination will be submitted to the shareholders of DAAQ for their consideration and vote.
• After the Registration Statement is declared effective, DAAQ will mail a definitive proxy statement and other relevant documents to its shareholders.
• Completion of the business combination transaction, resulting in DAAQ changing its jurisdiction and name to OGB Financial Company (Pubco) and Old Glory Bank merging into Pubco.
• Pubco (OGB Financial Company) will become publicly listed on Nasdaq.

Key Dates

Keywords

De-SPAC, Old Glory Bank, Digital Asset Acquisition Corp, DAAQ, Business Combination, Nasdaq Listing, Bank Holding Company, Financial Services, Corporate Governance, Texas Incorporation