Old Glory Bank (DAAQ) plans Texas redomiciling and Nasdaq-listed merger
Rhea-AI Filing Summary
Digital Asset Acquisition Corp. (DAAQ) and Old Glory Bank describe their previously announced plan to combine into a new Texas corporation named OGB Financial Company, which is expected to be publicly listed on Nasdaq. The transaction involves DAAQ redomiciling from the Cayman Islands to Texas and Old Glory Bank merging into the new public company. Old Glory Bank tells customers that its products, services, leadership team, and board are expected to remain the same, while the combination is intended to provide additional capital to support growth. The companies explain that DAAQ shareholders will later receive a proxy statement/prospectus on Form S-4 and emphasize that closing depends on shareholder approvals and other conditions.
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Insights
DAAQ and Old Glory Bank outline a SPAC-style merger to create a Nasdaq-listed Texas bank holding company, pending approvals.
The communication explains that Digital Asset Acquisition Corp. plans to redomicile from the Cayman Islands to Texas and be renamed OGB Financial Company, which will then merge with Old Glory Bank. The combined entity is expected to be a publicly traded bank holding company listed on Nasdaq, giving Old Glory Bank broader access to public equity investors.
Old Glory Bank highlights that its products, services, mission, and leadership are expected to remain unchanged, framing the deal as a way to raise capital to support growth and new product launches. The message also notes that shares of DAAQ are anticipated to convert into OGB shares at closing, while cautioning that there is a risk the deal may not close.
The latter sections describe the regulatory path: a planned Form S-4 registration statement with a proxy statement/prospectus, shareholder votes at DAAQ and Old Glory Bank, and typical closing conditions. Extensive forward-looking statement and risk disclosures underscore that the transaction’s benefits, timing, and completion are uncertain and subject to market, legal, regulatory, and shareholder factors.
Filed by Digital Asset Acquisition Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Digital Asset Acquisition Corp.
Commission File No. 001-42612
Date: January 16, 2026
As previously announced, on January 13, 2026, Digital Asset Acquisition Corp., a Cayman Islands exempted company (“DAAQ”) and Old Glory Holding Company, a Delaware corporation, registered as a Bank Holding Company under the Bank Holding Company Act of 1956 (“Old Glory Bank”), entered into a business combination agreement (the “Business Combination Agreement”), for a business combination transaction (the “Transaction”) that will result in, among other things, (i) DAAQ changing its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and domesticating as a corporation incorporated under the laws of the State of Texas, and, in connection therewith, changing its name to “OGB Financial Company” (“Pubco”) and (ii) Old Glory Bank merging with and into Pubco, with Pubco continuing as the surviving company.
Between January 13, 2026 and January 14, 2026, Old Glory Bank (i) posted on X, Instagram, Facebook, Truth Social, and LinkedIn and (ii) sent an e-mail to a customer Listserv, each dissemination relating to the proposed Transaction. Such posts and e-mail are provided herewith.
To: Full Customer/Marketing List
From: Old Glory Bank
Sending Email: [***]
Reply to: [***]
Subject: Old Glory Bank’s Biggest Announcement Yet!
Body:
Liberty has a sound, and it’s ringing loud and clear!
Yesterday, we announced that Old Glory Bank and Digital Asset Acquisition Corp. (DAAQ) have a Business Combination Agreement to create a Texas Company publicly listed on the Nasdaq. See here: Press Release
As we have said for years, 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.
Our first phase of bringing this objective to reality was our “mini-IPO” – our Regulation A offering, which welcomed over 6,000 new owners to Old Glory Bank.
Upon the closing of this transaction, Main Street can easily buy and sell our public company stock on Nasdaq. To ensure that our public company is always treated fairly and without political bias, we will be incorporated in freedom-loving Texas (not Delaware).
From our start, it had been our hope to achieve the goal of being publicly owned by late 2027 or early 2028 – 4 or 5 years after our launch. 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. Old Glory Bank's Board of Directors is not changing. Neither is our team. Every senior leader and team member intends to keep working hard to never stop bringing you the best products and services. 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.
Please read the full Press Release and FAQs on our website at Own.OldGloryBank.com.
Please consider buying some shares of DAAQ’s public company stock today.
Since our announcement yesterday, many folks have asked “what can we do to support?” You should never make an investment decision lightly, and please talk to your investment advisor, but if you want to tell the world that you support Old Glory Bank, please consider buying a few shares (or more) of DAAQ.
DAAQ is our new partner, and OGB Financial Company will replace DAAQ at the closing, changing the DAAQ ticker symbol to OGB. Thus, upon closing, the stock you buy today in DAAQ will be OGB. Of course, in all deals, including our deal, there is a risk that the deal does not close, regardless of how hard we work to get this closed. Therefore, please read carefully the publicly available information regarding this transaction, starting with Form 8-K here.
If, after your review, you want to support us and this deal, please purchase some shares of DAAQ through your favorite broker or site.
With excitement and gratitude, we look forward to standing with you in our next chapter as the bank FOR America.
Patriotically yours,
Old Glory Bank
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Additional Information about the Business Combination and Where to Find It
The Business Combination will be submitted to the shareholders of DAAQ for their consideration. DAAQ and Old Glory Bank intend to file a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which will include a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed to DAAQ’s shareholders in connection with DAAQ’s solicitation for proxies for the vote by DAAQ’s shareholders in connection with the Business Combination and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued (or deemed issued) to DAAQ’s securityholders and Old Glory Bank’s equityholders in connection with the completion of the Business Combination. After the Registration Statement is declared effective, DAAQ will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Business Combination. DAAQ’s shareholders and other interested persons are advised to read, once available, the Registration Statement, the preliminary proxy statement/prospectus included in the Registration Statement and any amendments thereto and, once available, the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination, in connection with DAAQ’s solicitation of proxies for its extraordinary general meeting to be held to approve, among other things, the Business Combination, as well as other documents filed with the SEC in connection with the Business Combination, as these documents will contain important information about DAAQ, Old Glory Bank, and the Business Combination. Securityholders of DAAQ and Old Glory Bank may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by DAAQ with the SEC that will or may be incorporated by reference in the proxy statement/prospectus, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to DAAQ at 174 Nassau Street, Suite 2100, Princeton, New Jersey 08542.
Participants in the Solicitation
DAAQ and its directors and executive officers may be deemed participants in the solicitation of proxies from DAAQ’s shareholders in connection with the Business Combination. More detailed information regarding those directors and executive officers and a description of their interests in DAAQ is contained in DAAQ’s filings with the SEC, including the registration statement on Form S-1 (File No. 333-284776), which was declared effective by the SEC on April 28, 2025, and which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
Old Glory Bank’s directors and executive officers may also be deemed to be participants in the solicitation of proxies from DAAQ’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the Registration Statement when available.
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Forward-Looking Statements
This communication includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about DAAQ’s or Old Glory Bank’s ability to effectuate the Business Combination discussed in this document; the benefits of the Business Combination; the future financial performance of Pubco (which will be the go-forward public company following the completion of the Business Combination) following the closing; changes in Old Glory Bank’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by DAAQ, Old Glory Bank and their respective management teams, as the case may be, are inherently uncertain. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DAAQ and Old Glory Bank. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political conditions, and in applicable laws and regulations, (2) 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; (3) the outcome of any legal proceedings that may be instituted against DAAQ, Old Glory Bank, the combined company, or others; (4) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of DAAQ or Old Glory Bank for the Business Combination or to satisfy other conditions to closing; (5) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (6) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (7) 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; (8) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things: 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; (9) costs related to the Business Combination; (10) the possibility that Old Glory Bank or the combined company may be adversely affected by other economic, business, political and/or competitive factors; (11) estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in DAAQ’s filings with the SEC, including the Registration Statement, when available, and any periodic Exchange Act reports filed by DAAQ with the SEC such as its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
You should carefully consider the foregoing risk factors and the other risks and uncertainties which will be more fully described in the “Risk Factors” section of the Registration Statement and other documents filed by DAAQ from time to time with the SEC. If any of these risks materialize or DAAQ’s or Old Glory Bank’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither DAAQ nor Old Glory Bank presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect DAAQ and Old Glory Bank’s expectations, plans, or forecasts of future events and views as of the date of this communication. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. These forward-looking statements speak only as of the date of this communication. DAAQ, Old Glory Bank, and their respective representatives and affiliates specifically disclaim any obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Accordingly, these forward-looking statements should not be relied upon as representing DAAQ’s, Old Glory Bank’s, or any of their respective representatives or affiliates’ assessments as of any date subsequent to the date of this communication, and therefore undue reliance should not be placed upon the forward-looking statements.
No Offer or Solicitation
This communication does not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction with respect to any securities or in connection with the Business Combination. There shall not be any offer, sale or exchange of any securities of Old Glory Bank or DAAQ in any jurisdiction where, or to any person to whom, such offer, sale or exchange may be unlawful under the laws of such jurisdiction prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
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FAQ
What business combination did DAAQ and Old Glory Bank announce?
How will the DAAQ–Old Glory Bank merger affect Nasdaq trading?
Will Old Glory Bank’s products, services, or leadership change after the transaction?
What do DAAQ shareholders need to know about the Form S-4 filing?
Where can investors find more information about the DAAQ–Old Glory Bank deal?
What risks and conditions could affect completion of the DAAQ business combination?
Does this communication constitute an offer to buy or sell DAAQ or Old Glory Bank securities?
