Old Glory Bank–DAAQ deal aims for Nasdaq listing and Texas charter (DAAQ)

Rhea-AI Filing Summary

Digital Asset Acquisition Corp. (DAAQ) and Old Glory Bank have a previously announced business combination agreement that would create a new Texas corporation named OGB Financial Company, expected to be listed on Nasdaq. The transaction structure includes DAAQ changing its jurisdiction from the Cayman Islands to Texas and Old Glory Bank merging into the new Texas corporation, which will remain as the surviving public company.

Old Glory Bank has begun promoting the proposed deal to its community through social media posts and a short video, describing plans to go public on Nasdaq and to offer banking that integrates traditional services with crypto and decentralized finance themes. The companies plan to file a Form S-4 registration statement with the SEC, which will include a proxy statement/prospectus for DAAQ shareholders to vote on the transaction, and they highlight that the combination and its benefits are subject to shareholder approvals, regulatory requirements, listing standards, and various business and market risks.

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 26, 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.

During the week of January 26, 2026, Old Glory Bank (i) posted publicly on X, Instagram, Facebook and LinkedIn and (ii) circulated a short-form video via an e-mail to its owners, each dissemination relating to the proposed Transaction. Copies of the content of such posts and a transcript of the short-form video are provided herewith.

Post 1:

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Freedom needs a financial backbone. Old Glory Bank has plans to go public on the Nasdaq in the coming months. Along with our next generation of banking, bridging traditional finance and crypto, Old Glory Bank’s move to become a public Texas corporation signals a new financial architecture for freedom-loving Americans. Learn more at Own.OldGloryBank.com. 

Post 2:

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The bank built for the Freedom Economy is becoming the premier bank for the DeFi Economy. Through a Business Combination Agreement with DAAQ, Old Glory Bank is poised to become a public company on the Nasdaq. This move will fuel OGB’s growth and innovation to combine daily banking with crypto, and signals the next wave of finance: hybrid, decentralized, built on values and choice. Learn more at Own.OldGloryBank.com.

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Post 3:

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Old Glory Bank and DAAQ have announced their intent to create a Texas Corporation, publicly listed on the Nasdaq. This transaction signals a new chapter in the surge of Decentralized Finance, one that bridges the freedom that built America with the innovation that will carry it forward. Learn more at Own.OldGloryBank.com.

Video Transcript:

“Hello Owners,

It's Mike Ring, your servant leader at Old Glory Bank, standing next to the 85 employees who actually make this work every day and deliver the best product, product, product and customer service, the best banking that will never cancel people.

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.

And by the way, do not believe what Chase Bank is saying. There was no regulatory reason to debank Donald Trump. They did it because they wanted to do it. Which is why we're a market solution.

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.

And you may not ever want to use that, but we're going to make it available to you.

Just want to give you a quick update on our deal. Really blessed to work with the great folks over at DAAQ. We're marching forward and if you ever have any questions we keep a page at Own.OldGloryBank.com.

We are in the middle of announcement and shareholder vote, so there's things we can and can't say and everything I say about this deal, we've got to file with the SEC, but it's okay (including this video).

And so I'm going to keep telling you everything I can, but God bless and thank you for supporting us.”

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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 is Digital Asset Acquisition Corp. (DAAQ) proposing in this Form 425 filing?

DAAQ describes a business combination agreement with Old Glory Bank under which DAAQ will change its jurisdiction to Texas, take the name OGB Financial Company, and merge with Old Glory Bank, with the combined company intended to be publicly listed on Nasdaq.

How will Old Glory Bank be affected by the DAAQ business combination?

Old Glory Bank is expected to merge with and into the new Texas corporation, OGB Financial Company, which would continue as the surviving public company and, according to the communications, aims to operate as a Nasdaq-listed platform combining traditional banking with crypto and decentralized finance themes.

What regulatory filings are planned for the DAAQ–Old Glory Bank transaction?

DAAQ and Old Glory Bank intend to file a registration statement on Form S-4 with the SEC that will include a proxy statement/prospectus for DAAQ shareholders and a prospectus for the securities to be issued in connection with completing the business combination.

Will DAAQ shareholders get to vote on the Old Glory Bank business combination?

Yes. The business combination will be submitted to DAAQ shareholders for approval. After the Form S-4 is declared effective, DAAQ plans to mail a definitive proxy statement/prospectus and other materials to shareholders of record for an extraordinary general meeting to vote on the transaction.

How is Old Glory Bank promoting the planned Nasdaq listing and business combination?

During the week of January 26, 2026, Old Glory Bank posted promotional content about the transaction on platforms such as X, Instagram, Facebook and LinkedIn, and circulated a short-form video by email to its owners, highlighting its plans to go public on Nasdaq and to link daily banking with crypto.

What risks and uncertainties are associated with the DAAQ–Old Glory Bank business combination?

The communication includes forward-looking statements and lists risks such as potential termination of the definitive agreements, failure to obtain shareholder approvals, legal proceedings, the ability to meet stock exchange listing standards, potential disruption to current operations, costs related to the combination, and broader economic, business, political, and competitive factors.

Where can investors find more detailed information about the DAAQ–Old Glory Bank deal?

Investors will be able to access the Form S-4 registration statement, proxy statement/prospectus, and related documents free of charge at www.sec.gov or by requesting materials from DAAQ at its listed address once the documents are filed and declared effective.