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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): June 18, 2026
DIGITAL
ASSET ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman
Islands |
|
001-42612 |
|
N/A
00-0000000 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
174
Nassau Street,
Suite 2100
Princeton,
New Jersey 08542
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (609) 924-0759
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
DAAQU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
DAAQ |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants, each whole redeemable warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
DAAQW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
As
previously announced, on January 13, 2026, Digital Asset Acquisition Corp. (“DAAQ”) and Old Glory Holding Company (“Old
Glory Bank”), entered into a business combination agreement (the “Business Combination Agreement”), for a business
combination transaction (the “Business Combination”) 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.
Prior
to the closing of the Business Combination, DAAQ intends to enter into non-redemption agreements (the “Non-Redemption Agreement”)
with unaffiliated third-party holders (such third-party holders, the “NRA Investors”) of Class A Ordinary Shares, par value
$0.0001 per share, of DAAQ (the “Class A Ordinary Shares”), pursuant to which such NRA Investors will agree to not redeem
the Class A Ordinary Shares held by them in connection with the extraordinary general meeting of shareholders of DAAQ to be held to approve
the Business Combination. In exchange for such commitment, DAAQ will agree that, immediately following the consummation of the Business
Combination, Pubco will issue to the NRA Investors, for no additional consideration, warrants (the “Non-Redemption Warrants”)
to purchase shares of common stock, par value $0.0001 per share, of Pubco (the “Common Stock”), in an amount equal to 3.25
Non-Redemption Warrants for each Class A Ordinary Share not redeemed by such NRA Investor in accordance with the terms of the Non-Redemption
Agreements.
The
Non-Redemption Warrants will be immediately exercisable upon issuance and will expire five years from the closing date of the Business
Combination (the “Exercise Period”). The Non-Redemption Warrants, if exercised, may be exercised only for cash. Each Non-Redemption
Warrant will be initially exercisable at $12.00 per share of Common Stock, subject to adjustments for stock dividends, splits, combinations
and similar events and customary anti-dilution adjustments, including with respect to certain future issuances or sales of Common Stock
at prices less than the exercise price then in effect. In addition, if the trailing 45-day volume-weighted average price of Common Stock
on the 46th trading day following the twelve month anniversary of the closing of the Business Combination (the “Closing Date”)
is less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume weighted average
price and (ii) $6.00. Further, if Pubco undergoes a change of control during the Exercise Period, then (i) the surviving entity will
assume the Non-Redemption Warrants if Pubco is not the surviving company, and (ii) if the consideration to be paid in connection with
such change of control is comprised of at least 30% cash, then the exercise price will be reduced by an amount equal to (a) the exercise
price in effect prior to such reduction, minus (b)(x) the Per Share Consideration (as defined below) and the Black-Scholes Value, calculated
in accordance with the terms of the Non-Redemption Warrants. In addition, if Pubco sells shares of capital stock during the Exercise
Period (other than pursuant to an equity incentive plan or for bona fide services) at a price less than $10.00 per share, subject to
adjustment for stock dividends, splits, combinations and similar events, then the exercise price will be reduced to such issuance price,
plus 20%. For purposes of the foregoing, the term “Per Share Consideration” means (i) if the consideration paid to holders
of shares of Common Stock consists entirely of cash, then such per share cash amount, and (ii) in all other cases, the volume weighted
average price of Common Stock during the ten trading day period ending on the trading day prior to the effective date of such change
of control.
Each
Non-Redemption Agreement will also provide for certain customary registration rights with respect to the shares of Common Stock underlying
the Non-Redemption Warrants.
The
Non-Redemption Agreements will terminate and be of no further force or effect upon the earliest to occur of (a) the termination of the
Business Combination Agreement in accordance with its terms, (b) the mutual written consent of the parties thereto and (c) the issuance
of the applicable Non-Redemption Warrants to such NRA Investor following the consummation of the Business Combination. Notwithstanding
the foregoing, if the Business Combination has not been consummated by the date that is 90 days after the date of the Non-Redemption
Agreements, then the Non-Redemption Agreements will terminate, unless extended by mutual written consent of the parties thereto.
The
foregoing description of the Non-Redemption Agreement and the Non-Redemption Warrants is subject to and qualified in its entirety by
reference to the full text of the forms of Non-Redemption Agreement and Warrant Certificate for the Non-Redemption Warrants, copies of
which are included as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”), and
the terms of each are incorporated herein by reference.
The
forms of Non-Redemption Agreement and Warrant Certificate for the Non-Redemption Warrants are subject to change based on ongoing negotiations
between the parties.
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 have filed a registration
statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”),
which includes 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, each of which is
available free of charge at the SEC’s website at www.sec.gov.
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 are included in the Registration Statement.
Forward-Looking
Statements
This
Current Report 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; (12) the ability of DAAQ
to enter into Non-Redemption Agreements; 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 Current Report. 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 Current Report. 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 Current Report, and therefore undue reliance should not be placed upon the
forward-looking statements. This Current Report contains preliminary information only, is subject to change at any time, and is not,
and should not be assumed to be, complete or constitute all of the information necessary to adequately make an informed decision regarding
any potential investment in connection with the Business Combination.
No
Offer or Solicitation
This
Current Report and the exhibit hereto do 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
Form
of Non-Redemption Agreement and Warrant Certificate. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
June 18, 2026 |
DIGITAL
ASSET ACQUISITION CORP. |
| |
|
| |
By: |
/s/
Peter Ort |
| |
Name: |
Peter
Ort |
| |
Title: |
Principal
Executive Officer and Co-Chairman |
