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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 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): October 7, 2026
DIGITAL ASSET ACQUISITION CORP.
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-42612 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS 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 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Merger Agreement
On October 7, 2026, Digital
Asset Acquisition Corp., a Cayman Islands exempted company (“DAAQ” or “Parent”), entered into a
merger agreement with Titan Strategics Holdings Ltd, a Cayman Islands exempted company (“Titan” or the “Company”)
(as it may be amended and/or restated from time to time, the “Merger Agreement”). Capitalized terms used in this Current
Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement.
Titan Strategics AS, a wholly
owned subsidiary of the Company, holds exploration permits for the Billingen Project, comprising an aggregate license area of approximately
207 km2 in the Billingen-Falbygden region of Sweden, and carries on the business of holding and maintaining such permits and conducting
exploration activities thereunder.
The
board of directors of DAAQ has unanimously approved and declared advisable the Merger Agreement and the Business Combination (as defined
below) and resolved to recommend approval of the Merger Agreement and related matters to DAAQ’s shareholders. Following the date
of the Merger Agreement and prior to the Domestication (as defined below), Parent shall incorporate a Cayman Islands exempted company
and wholly owned subsidiary of Parent (“Merger Sub”), to be incorporated for the sole purpose of effectuating the Merger
(as defined below). Following the incorporation of Merger Sub, Parent shall cause Merger Sub to enter into a joinder to the Merger Agreement.
Pursuant
to the terms of the Merger Agreement, DAAQ shall de-register from the Cayman Islands by way of continuation out of the Cayman Islands
and into the State of Delaware and domesticate as a Delaware corporation (the “Domestication”), and concurrently with
the Domestication, DAAQ shall change its name to “Renaissance Nuclear, Inc.” On the Closing Date (as defined below), (i) Merger
Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving company
(as defined in the Companies Act (As Revised) of the Cayman Islands) (the “Surviving Company”) and becoming a wholly-owned
subsidiary of Parent as a result of the Merger; and (ii) upon the effectiveness of the Merger, the Surviving Company will change its name
to a name to be mutually agreed by the parties prior to the Closing.
The Domestication and Merger
In accordance with the Merger
Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, on the day that is at least one business day
prior to the Effective Time (as defined below), DAAQ shall effectuate the Domestication. Immediately prior to the Domestication, each
Parent Class B Ordinary Share issued and outstanding immediately prior to the Domestication shall be automatically converted into one
Parent Class A Ordinary Share and there shall be no Parent Class B Ordinary Shares outstanding thereafter.
In connection with the Domestication,
DAAQ will (i) file a certificate of incorporation with the Secretary of State of the State of Delaware substantially in the form attached
as Exhibit 3.1 hereto (the “Parent Certificate of Incorporation”) and incorporated by reference herein, whereby Parent
shall have one class of common stock, par value $0.0001 per share (the “Parent Common Shares”); and (ii) adopt bylaws
substantially in the form attached as Exhibit 3.2 hereto (the “Parent Bylaws”) and incorporated by reference herein,
in each case, with such changes as may be agreed in writing by Parent and the Company.
In connection with the Domestication,
(i) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one Parent Common Share, (ii) each
whole Parent Warrant that is outstanding and unexercised shall convert automatically into a warrant to acquire one Parent Common Share
pursuant to the terms of the Warrant Agreement (each, a “Domesticated Parent Warrant”), (iii) each then issued and
outstanding Parent Unit shall separate and convert automatically into one Parent Class A Ordinary Share and one-half of one redeemable
Parent Warrant and each such Parent Class A Ordinary Share and each such whole Parent Warrant shall convert automatically into one Parent
Common Share and one Domesticated Parent Warrant, respectively, and all Parent Units shall cease to be outstanding and shall automatically
be canceled and retired and shall cease to exist, (iv) Parent’s name will be “Renaissance Nuclear, Inc.” and (v) the
governing documents of Parent will become the Parent Certificate of Incorporation and the Parent Bylaws.
Upon the terms and subject
to the conditions of the Merger Agreement, at least one business day following the Domestication, Merger Sub will merge with and into
the Company after which the Company will be the surviving corporation and a wholly-owned subsidiary of Parent.
The Merger shall become effective
upon the time of registration of the plan of merger with respect to the Merger (the “Plan of Merger”) by the Cayman
Registrar or at such later time as is agreed to by the parties and specified in the Plan of Merger (the time at which the Merger becomes
effective is herein referred to as the “Effective Time”). The Domestication, the Merger, and other transactions contemplated
by the Merger Agreement are collectively referred to herein as the “Business Combination,” the consummation of the
Merger is referred to as the “Closing” and the date of the Closing is referred to as the “Closing Date.”
Merger Consideration and Structure
Pursuant to the Merger Agreement,
DAAQ has agreed to acquire all of the equity interests of the Company for the sum of $250,000,000 (the “Base Purchase Price”),
comprising 25,000,000 Parent Common Shares (calculated as the quotient obtained by dividing (a) the Base Purchase Price, by (b) $10.00)
(the “Aggregate Merger Consideration”).
Effect of the Merger
Each Company Ordinary Share
issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares and any Dissenting Shares) shall be converted
into the right to receive a number of Parent Common Shares equal to the Conversion Ratio. Such conversion shall be effected pursuant to
the Plan of Merger by means of the cancellation of such Company Ordinary Shares in exchange for the right to receive the Aggregate Merger
Consideration. All of the Company Ordinary Shares converted into the right to receive the Aggregate Merger Consideration pursuant to the
Merger Agreement shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the Effective Time.
“Company Ordinary
Shares” means the ordinary shares of a par value of $0.0001 per share, of the Company.
“Conversion Ratio”
means the quotient obtained by dividing (a) 25,000,000 (i.e., the number of Parent Common Shares constituting the Aggregate Merger
Consideration), by (b) the number of shares constituting the Aggregate Fully Diluted Company Ordinary Shares.
“Aggregate Fully
Diluted Company Ordinary Shares” means the sum, without duplication, of (a) all Company Ordinary Shares that are issued and
outstanding immediately prior to the Effective Time; plus (b) the aggregate number of Company Ordinary Shares issuable upon full conversion,
exercise or exchange of any other securities of the Company or any other member of the Company Group outstanding immediately prior to
the Effective Time directly or indirectly convertible into or exchangeable or exercisable for Company Ordinary Shares.
Conversion of Merger Sub Ordinary Shares
At the Effective Time, each
Merger Sub Ordinary Share issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly
issued, fully paid and nonassessable ordinary share of the Surviving Company registered in the name of Parent. Such conversion shall be
effected pursuant to the Plan of Merger.
Post-Closing Board of Directors and Executive
Officers
Prior to the Effective Time,
the parties shall mutually agree on the composition of Parent’s Board of Directors and Parent’s officers as of immediately
following the Effective Time. At least a majority of the Board of Directors shall qualify as independent directors under Nasdaq or another
national stock exchange rules, as applicable.
Representations, Warranties and Covenants
The parties to the Merger
Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants
with respect to the conduct of the Company and DAAQ and their respective subsidiaries prior to the Closing, including the Company’s
covenant to provide to Parent no later than ninety (90) days following the date of the Merger Agreement with (a) the audited financial
statements of the Company for the period from inception through a date to be mutually agreed by the parties and (b) the audited financial
statements of Titan Strategics AS and its subsidiaries for the twelve month periods ended December 31, 2025 and 2024, for inclusion in
the registration statement on Form S-4 to be filed by DAAQ and the Company in connection with the Business Combination (the “Registration
Statement”), and Parent and the Company shall jointly prepare and file with the SEC, mutually acceptable proxy materials which
shall be included in the Registration Statement.
During the period commencing
on the date of execution of the Merger Agreement and until the earlier of the Closing Date and the termination of the Merger Agreement,
DAAQ shall not, without Titan’s prior written consent, amend, modify, supplement or waive any material provision of any PIPE Subscription
Agreement or the PIPE Financing or enter into any other documents or agreements in connection therewith other than the PIPE Subscription
Agreement as in effect on the date thereof.
Conditions to Closing
The Closing of the Business
Combination is subject to certain customary conditions of the respective parties, including, among other things: (i) approval of the Business
Combination and related agreements and transactions by the respective shareholders of DAAQ and the Company; (ii) effectiveness of the
Registration Statement; (iii) Parent’s initial listing application shall have been conditionally approved for listing on The Nasdaq
Stock Market (“Nasdaq”) or another national stock exchange; (iv) there shall not have occurred a respective Material Adverse
Effect in respect of the Company and Parent that is continuing; (v) that the respective Fundamental Representations shall be true and
correct in all respects; (vi) the Certificate of Domestication and Parent Certificate of Incorporation shall have been duly filed with
the Secretary of State of the State of Delaware; (vii) that all respective officer certificates of the Company and Parent are delivered;
(viii) all parties shall have executed and delivered to each other a copy of each Ancillary Agreement to which they are a party; (ix)
the size and composition of the post-Closing Parent Board of Directors shall have been appointed; (x) the aggregate Indebtedness of the
Company Group at the Closing shall not exceed $500,000; (xi) the PIPE Financing (as defined below) shall have been consummated immediately
prior to the Closing in accordance with the PIPE Subscription Agreement (as defined below), (xii) the amount of Parent Closing Cash at
the Closing shall equal or exceed $10,000,000; and (xiii) that Parent shall have received information satisfactory to Parent, in its sole
discretion, that (a) the Billingen exploration permits are valid and in good standing, (b) potential required applications for extensions
of permits have been filed and that the Company and/or its subsidiaries qualify for being granted such extensions, including by having
undertaken sufficient exploration work or having plans to undertake such work prior to the permit expiration dates, (c) no Swedish Authority
consent is required for the Merger or the Post-Closing Restructuring, and (d) the Post-Closing Restructuring can be completed under Norwegian
law.
Termination
The
Merger Agreement may be terminated by Parent and the Company under certain circumstances, including:
| |
(i) |
by mutual written agreement of Parent and the Company; |
| |
(ii) |
by either Parent or the Company if (a) the Closing has not occurred on or before June 1, 2027, provided that such date shall be automatically extended for an additional three months if the Securities and Exchange Commission has provided more than one round of comments with respect to the Proxy Statement/Prospectus (such date as it may be extended, the “Outside Closing Date”) and (b) the material breach or violation of any representation, warranty, covenant or obligation under the Merger Agreement by the party (i.e., Parent or Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate the Merger Agreement was not the cause of, or did not result in, the failure of the Closing to occur on or before the Outside Closing Date; |
| |
(iii) |
by either Parent or the Company if the Business Combination is prohibited or made illegal by a final, non-appealable governmental order or law and the failure to comply with any provision of the Merger Agreement by the party seeking to terminate the Merger Agreement is not a substantial cause of, or has not substantially resulted in, such order or law; |
| |
|
|
| |
(iv) |
by Parent if the Mining Technical Report has not been delivered to Parent within seventy-five (75) days following the date of the Merger Agreement; |
| |
|
|
| |
(v) |
by Parent, if the Company, (a) at any time prior to the Closing, has breached any of its covenants, agreements, representations and warranties contained in the Merger Agreement except that, if such breach is curable by the Company through the exercise of its reasonable best efforts, then, for a period of up to 30 days after receipt of a notice from DAAQ, of such breach, but only as long as the Company continues to use its reasonable best efforts to cure such breach, such termination shall not be effective, and such termination shall become effective only if it is not cured within such 30-day period or (b) at any time after the Company Shareholder Written Consent Deadline if the Company has not delivered the Company Shareholder Approval to Parent (provided, that upon the Company delivering the Company Shareholder Approval to Parent, Parent shall no longer have any right to terminate the Merger Agreement); or |
| |
(vi) |
by the Company, if Parent, at any time prior to the Closing, has breached any of its covenants, agreements, representations and warranties contained in the Merger Agreement except that, if such breach is curable by Parent through the exercise of its reasonable best efforts, then, for a period of up to 30 days after receipt of a notice from the Company, of such breach, but only as long as Parent continues to use its reasonable best efforts to cure such breach, such termination shall not be effective, and such termination shall become effective only if it is not cured within such 30-day period. |
If the Merger Agreement is
terminated, it will become void and have no further force or effect without liability of any party, except for liability resulting from
a party’s willful and material breach or common law fraud.
The foregoing description
of the Merger Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and is incorporated herein by reference.
Certain Related Agreements
Parent Support Agreement
In connection with the execution
of the Merger Agreement, Parent entered into a support agreement (the “Parent Support Agreement”) with DAAQ Sponsor
LLC (the “Sponsor”), certain other shareholders of Parent and the Company, pursuant to which the Sponsor and each such
Parent shareholder have agreed to, among other things, (i) vote all of its Parent Common Shares in favor of the various proposals related
to the Business Combination and the Merger Agreement and any other matters requested by Parent for consummation of the Business Combination,
(ii) vote against any alternative proposal or alternative transaction or any proposal relating to a business combination transaction (other
than the Merger Agreement, the Merger or any of the transactions contemplated thereby), (iii) vote against any merger agreement or merger,
consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or
by Parent (other than the Merger Agreement or the Ancillary Agreements and the Merger and the other transactions contemplated thereby),
(iv) vote against any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement,
the Merger or any of the transactions contemplated thereby), (v) vote against any proposal, action or agreement that would (A) impede,
interfere with, delay, postpone, frustrate, prevent or nullify any provision of the Parent Support Agreement, the Merger Agreement, the
Ancillary Agreements or the Merger or any of the transactions contemplated thereby, (B) result in a breach in any respect of any covenant,
representation, warranty or any other obligation or agreement of Parent, the Merger Sub or the Sponsor under the Merger Agreement or the
Parent Support Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being
fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock
of, DAAQ, (vi) vote in favor of any proposal to extend the period of time DAAQ is afforded under its organizational documents to consummate
an initial business combination, (vii) immediately prior to the Domestication, convert its Parent Class B Ordinary Shares on a one-for-one
basis into Parent Class A Ordinary Shares, (viii) comply with the Letter Agreement dated April 28, 2025, including the obligation not
to redeem its shares, (ix) waive any right to dissent, demand payment or seek appraisal under applicable Law, including the Cayman Companies
Act, in connection with the Merger, (x) not commence, join in, facilitate, assist or encourage challenges to the Merger Agreement or the
transactions contemplated thereby, and (xi) be bound by the exclusivity and publicity provisions of the Merger Agreement, in each case,
subject to the terms and conditions of the Parent Support Agreement.
During the period commencing
on the date of the Merger Agreement and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement
shall be validly terminated in accordance with its terms and (c) the liquidation of Parent, the Sponsor and each such Parent shareholder
shall not, without the prior written consent of the Company, directly or indirectly, (i) sell, offer to sell, contract or agree to sell,
hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer, (ii) enter into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject
Securities (as defined in the Parent Support Agreement) owned by such Parent shareholder or (iii) publicly announce any intention to effect
any such transaction; provided, however, that the foregoing restrictions shall not apply to any Permitted Transfer (as defined
in the Parent Support Agreement).
The foregoing description
of the Parent Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Parent
Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Company Support Agreement
In connection with the execution
of the Merger Agreement, DAAQ entered into a support agreement (the “Company Support Agreement”) with the Company and
certain shareholders of the Company (the “Company Supporting Shareholders”) pursuant to which the Company Supporting
Shareholders agreed to, among other things, (i) vote to adopt and approve, the Merger Agreement and the transactions contemplated thereby,
(ii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement or the Ancillary Agreements and the Merger
and the other transactions contemplated thereby), (iii) vote against any change in the business (to the extent in violation of the Merger
Agreement), management or board of directors of the Company (other than in connection with the Merger Agreement and the transactions contemplated
thereby, including the Merger), and (iv) vote against any proposal, action or agreement that would (A) impede, interfere with, delay,
postpone, frustrate, prevent or nullify any provision of the Company Support Agreement, the Merger Agreement, the Ancillary Agreements
or the Merger or any of the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation,
warranty or any other obligation or agreement of the Company or the Company shareholders under the Merger Agreement or the Company Support
Agreement, as applicable, (C) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled, or
(D) change in any manner the dividend policy or capitalization of the Company, including the voting rights of any share capital of the
Company.
In addition, the Company Supporting
Shareholders agreed that during the period commencing on the date of the Company Support Agreement until the earlier of (a) the Effective
Time and (b) such date and time as the Merger Agreement shall be validly terminated in accordance with its terms, each Company Supporting
Shareholder shall not, without the prior written consent of Parent, directly or indirectly, (i) sell, offer to sell, contract or agree
to sell, hypothecate, transfer, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer any Company
shares owned by such Company Supporting Shareholder, (ii) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of any Company shares owned by such Company Supporting Shareholder, or (iii)
publicly announce any intention to effect any such transaction, provided, however, that the foregoing restrictions shall not apply to
any Permitted Transfer (as defined in the Company Support Agreement). The Company Supporting Shareholders also agreed not to engage in
any transaction involving the securities of Parent prior to the Closing, irrevocably waived any right to dissent, demand payment or seek
appraisal under applicable Law, including the Cayman Companies Act, in connection with the Merger, and agreed not to commence, join in,
facilitate, assist or encourage any challenge to the Merger Agreement or the transactions contemplated thereby, in each case, subject
to the terms and conditions of the Company Support Agreement.
The foregoing description
of the Company Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Company
Support Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
Lock-Up Agreement
Effective as of the Closing
Date, Parent will enter into a Lock-Up Agreement (the “Lock-Up Agreement”) with DAAQ Sponsor LLC (the “Sponsor”),
certain current and/or former shareholders, officers and directors of the Company and other parties party thereto, pursuant to which the
Lock-up Shares (as defined below), if any, held by such holders immediately following the Closing will be subject to a lock-up (the “Lock-up”)
for the Lock-up Period. The “Lock-up Period” means the period beginning on the Closing Date and ending on the eighteen-month
anniversary thereof, during which the Lock-up Shares shall be released from the Lock-up in five equal installments in accordance with
the following schedule set forth in the Lock-Up Agreement:
| |
(a) |
20% of the Lock-up Shares shall be released from the Lock-up on the six-month anniversary of the Closing Date; |
| |
(b) |
20% of the Lock-up Shares shall be released from the Lock-up on the nine-month anniversary of the Closing Date; |
| |
(c) |
20% of the Lock-up Shares shall be released from the Lock-up on the twelve-month anniversary of the Closing Date; |
| |
(d) |
20% of the Lock-up Shares shall be released from the Lock-up on the fifteen-month anniversary of the Closing Date; and |
| |
|
|
| |
(e) |
20% of the Lock-up Shares shall be released from the Lock-up on the eighteen-month anniversary of the Closing Date. |
| |
|
|
Notwithstanding anything in
the Lock-Up Agreement to the contrary, if at any time during the Lock-up Period, the Uranium Spot Trade Price (as defined below) for any
20 Trading Days (as defined below) within any 30 consecutive Trading Day period equals or exceeds:
| |
(i) |
$135, then 20% of the Lock-up Shares shall be released from the Lock-up, in the aggregate; |
| |
(ii) |
$157, then 40% of the Lock-up Shares shall be released from the Lock-up, in the aggregate; and |
| |
(iii) |
$179, then 60% of the Lock-up Shares shall be released from the Lock-up, in the aggregate. |
The term “Lock-up
Shares” means, in the case of each holder, 70% of the Parent Common Shares and any other equity securities convertible into
or exercisable or exchangeable for or representing the rights to receive Parent Common Shares, if any, beneficially owned by such holder
immediately following the Closing. Notwithstanding the foregoing, the Lock-up Shares shall not include Parent Common Shares acquired by
any such holder in open market transactions during the Lock-up Period or the Advisor Shares.
The term “Trading
Day” means any day on which both TradeTech, LLC and UxC, LLC publish a U₃O₈ spot price; provided that, if either
TradeTech, LLC or UxC, LLC ceases publishing such spot price or does not publish such spot price for five consecutive Business Days, “Trading
Day” shall mean any day on which the remaining publisher publishes a U₃O₈ spot price or, if neither publisher continues
to publish such spot price, any day on which a comparable replacement uranium pricing source selected by the Company in good faith publishes
a U₃O₈ spot price.
The term “Uranium
Spot Trade Price” means, for any Trading Day, the arithmetic average of the U₃O₈ spot prices per pound most recently
published by TradeTech, LLC and UxC, LLC as of such Trading Day and reported on Cameco Corporation’s uranium price webpage; provided
that, if only one such price is available, the available price shall control.
The foregoing description
of the form of Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form
of Lock-Up Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated by reference herein.
Amended and Restated Registration Rights Agreement
The Merger Agreement contemplates
that, at the Closing, Parent, certain Sponsor Parties, ROPA Investments (Gibraltar) Limited, a Gibraltar corporation (“ROPA”),
and certain ROPA designees (collectively, the “Holders”) will enter into an amended and restated registration rights
agreement (the “Registration Rights Agreement”), pursuant to which Parent will agree to register for resale, pursuant
to Rule 415 under the Securities Act, certain Parent Common Shares that are held by the Holders from time to time, including (a) any outstanding
Parent Common Shares, including any Parent Common Shares issued or issuable to a Holder pursuant to the Merger Agreement, and any Parent
Common Shares issued or issuable upon the exercise, conversion, vesting or settlement of any other equity security of the Company held
by a Holder immediately following the Closing; (b) any outstanding Parent Common Shares and Parent Common Shares issued or issuable upon
the exercise of any other equity security of Parent acquired by a Holder following the Closing Date to the extent that such securities
are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule
144) of Parent; (c) any Additional Holder Common Stock (as defined in the Registration Rights Agreement); and (d) any other equity security
of Parent or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b) or (c) above by way
of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar
transaction.
The Registration Rights Agreement
amends and restates the registration rights agreement that was entered into by DAAQ, the Sponsor and the other parties thereto in connection
with DAAQ’s initial public offering. The Registration Rights Agreement will terminate, with respect to any Holder, on the date that
such Holder no longer holds any Registrable Securities (as defined therein).
The foregoing description
of the form of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the form of Registration Rights Agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated by reference herein.
Advisor Agreement and Shares
As promptly as reasonably
practicable following the date of the Merger Agreement, the Sponsor and Parent will mutually agree on the form of an advisor agreement
to be entered into at Closing, pursuant to which the Sponsor will act as an advisor to Parent and its board of directors following the
Closing. At the Closing, Parent shall issue to the Sponsor 4,000,000 Parent Common Shares, the vesting of which shall be subject to the
fulfillment of the following share price metrics (the “Advisor Shares”):
| |
(a) |
if the closing price of the Parent Common Shares following the Closing equals or exceeds $12.50, 1,000,000 Parent Common Shares shall vest; |
| |
(b) |
if the closing price of the Parent Common Shares following the Closing equals or exceeds $15.00, 1,000,000 Parent Common Shares shall vest; |
| |
(c) |
if the closing price of the Parent Common Shares following the Closing equals or exceeds $17.50, 1,000,000 Parent Common Shares shall vest; and |
| |
(d) |
if the closing price of the Parent Common Shares following the Closing equals or exceeds $20.00, 1,000,000 Parent Common Shares shall vest. |
The Parent Equity
Incentive Plan shall initially have 6,000,000 Parent Common Shares available for issuance thereunder, and shall include an
“evergreen” provision mutually agreeable to the Company and Parent providing for an automatic increase on the first day
of each fiscal year in the number of shares available for issuance under the Parent Equity Incentive Plan as mutually determined by
the Company and Parent. Out of the authorized shares under the Parent Equity Incentive Plan, an initial allocation of 1,000,000
Parent Common Shares will be awarded and issued under the Parent Equity Incentive Plan simultaneously with the Advisor Shares at the
Closing to one or more persons designated by ROPA, the vesting of which will be subject to the same share price metrics as those
for the Advisor Shares.
PIPE Subscription
Agreement
Contemporaneously
with the execution of the Merger Agreement, Parent entered into a subscription agreement (the “PIPE Subscription Agreement”),
with an accredited investor (the “PIPE Investor”), pursuant to which the PIPE Investor agreed to subscribe for, or
to introduce other accredited investors to purchase, and Parent agreed to issue to the PIPE Investor and such other subscribers, an aggregate
of 1,500,000 Parent Common Shares at a purchase price of $10.00 per share (the “PIPE Financing”) for aggregate gross
proceeds of $15,000,000 (the “PIPE Investment Amount”). Additionally, as consideration for its participation in the
PIPE Financing, Parent agreed to issue at the closing of the PIPE Financing 250,000 Parent Common Shares (the “Participation
Shares”) to the PIPE Investor. Immediately prior to the issuance of the Participation Shares and immediately following the Domestication,
the Sponsor agreed to forfeit to Parent for no consideration a number of Parent Common Shares equal to the number of Participation Shares.
Parent has agreed to register for resale the Parent Common Shares purchased by the PIPE Investor and the Participation Shares to be issued
to the PIPE Investor pursuant to the PIPE Subscription Agreement by filing a registration statement with the SEC within 30 days of the
closing of the PIPE Financing. The PIPE Financing is expected to close on the Closing Date.
The
foregoing description of the PIPE Subscription Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the PIPE Subscription Agreement, a form of which is filed as Exhibit 10.5 hereto and incorporated by reference herein.
Contemporaneously
with the execution of the Merger Agreement, Parent entered into a finders agreement with a third party (the “Finder”),
whereby, in consideration of the Finder introducing Parent to Titan Strategics AS, after the Domestication and upon the consummation of
the Business Combination, Parent shall issue and deliver to the Finder or its designee an aggregate of 1,750,000 Parent Common Shares
(the “Referral Fee Shares”). Immediately prior to the issuance of the Referral Fee Shares and immediately following
the Domestication, the Sponsor agrees to forfeit to Parent for no consideration a number of Parent Common Shares equal to the number of
Referral Fee Shares. Parent agreed to register the Referral Fee Shares on materially the same terms as the Registration Rights Agreement,
dated April 28, 2025, by and among Parent, the Sponsor and the other holders party thereto.
Item 3.02 Unregistered
Sales of Equity Securities.
The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of Parent Common Shares to the
PIPE Investor and the other subscribers pursuant to the PIPE Subscription Agreement and the Referral Fee Shares to the Finder pursuant
to the finders agreement is incorporated by reference herein. The Parent Common Shares issuable to the PIPE Investor and the other subscribers
pursuant to the PIPE Subscription Agreement and the Referral Fee Shares to the Finder pursuant to the finders agreement will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
On October 8, 2026, DAAQ and
Titan issued a press release relating to, among other things, the Business Combination. A copy of the press release is furnished hereto
as Exhibit 99.1 and incorporated herein by reference.
The foregoing exhibit and
the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to
be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Important Information About the Business
Combination and Where to Find It
The Business Combination will
be submitted to shareholders of DAAQ for their consideration. DAAQ and Titan intend to jointly file a registration statement on Form S-4
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which will
include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”).
A definitive Proxy Statement/Prospectus will be mailed to DAAQ’s shareholders as of a record date to be established for voting on
the Business Combination and other proposals. DAAQ may also file other relevant documents
regarding the Business Combination with the SEC. DAAQ’s shareholders and other
interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once
available, the definitive Proxy Statement/Prospectus, in connection with DAAQ’s solicitation of proxies for its extraordinary meeting
of shareholders to be held to approve, among other things, the Business Combination, because these documents will contain important information
about DAAQ, Titan and the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive Proxy Statement/Prospectus,
once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC
by DAAQ, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: DAAQ’s principal executive
offices at 174 Nassau Street, Suite 2100, Princeton, New Jersey 08542.
Participants in the Solicitation
DAAQ
and Titan and certain of their respective directors, executive officers and other members of management and employees may be considered
participants in the solicitation of proxies with respect to the Business Combination under the rules of the SEC. Information about (i)
the directors and executive officers of DAAQ is set forth in the DAAQ Annual Report on Form 10-K for the year ended
December 31, 2025, which was filed with the SEC on March 3, 2026, and (ii) a description of the interests of the directors and executive
officers of DAAQ and Titan, and the Business Combination, will be contained in the Registration
Statement and the Proxy Statement/Prospectus when available, which documents can be obtained free of charge from the sources indicated
above.
Forward-Looking Statements
The disclosure herein includes
certain statements that are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied
by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and
similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to,
(1) statements regarding estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity;
(2) references with respect to the anticipated benefits of the proposed Business Combination and the projected future financial performance
of Titan following the proposed Business Combination; (3) changes in the market for Titan’s expansion plans and opportunities; (4)
the sources and uses of cash in connection with the proposed Business Combination; (5) the anticipated capitalization and enterprise value
of DAAQ following the consummation of the proposed Business Combination; (6) current and future potential commercial and customer relationships;
(7) the ability to operate efficiently at scale; (8) anticipated investments in capital resources and research and development, and the
effect of these investments; (9) the amount of redemption requests made by DAAQ’s public shareholders; (10) the ability of DAAQ
to issue equity or equity-linked securities in the future; (11) the failure to achieve the minimum cash at closing requirements; (12)
the inability to obtain or maintain the listing of the combined company’s common stock on Nasdaq following the proposed Business
Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaq’s initial listing
standards in connection with the consummation of the proposed Business Combination; (13) the availability and funding of the PIPE Financing,
including the risk that any PIPE Investor may fail to satisfy its obligations; and (14) expectations related to the terms and timing of
the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this Form 8-K, and
on the current expectations of DAAQ’s and Titan’s management and are not predictions of actual performance. 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 Titan.
These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements” in DAAQ’s Annual
Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 3, 2026, and/or will
be contained in the Registration Statement and the Proxy Statement/Prospectus when available, and in those other documents that
DAAQ and Titan has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive,
and there may be additional risks that neither DAAQ nor Titan presently know or that DAAQ and Titan 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’s and Titan’s expectations, plans or forecasts of future events and views as of the date of this Current Report
on Form 8-K. DAAQ and Titan anticipate that subsequent events and developments will cause DAAQ’s and Titan’s assessments to
change. However, while DAAQ and Titan may elect to update these forward-looking statements at some point in the future, DAAQ and Titan
specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing DAAQ’s
and Titan’s assessments as of any date subsequent to the date of this release. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
No Offer or Solicitation
This Current Report on Form
8-K shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any
jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination, nor
shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation
or sale may be unlawful under the laws of such jurisdiction. This Current Report on Form 8-K does not constitute either advice or a recommendation
regarding any securities. No offering 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 |
| |
|
|
| 2.1† |
|
Merger Agreement, dated as of October 7, 2026, by and between Digital Asset Acquisition Corp. and Titan Strategics Holdings Ltd |
| |
|
|
| 3.1 |
|
Form of Certificate of Incorporation of Parent |
| |
|
|
| 3.2 |
|
Form of Bylaws of Parent |
| |
|
|
| 10.1† |
|
Parent Support Agreement, dated as of October 7, 2026, by and among Digital Asset Acquisition Corp., Titan Strategics Holdings Ltd, DAAQ Sponsor LLC and certain other shareholders of Parent |
| |
|
|
| 10.2† |
|
Company Support Agreement, dated as of October 7, 2026, by and among Digital Asset Acquisition Corp., Titan Strategics Holdings Ltd and the other parties thereto |
| |
|
|
| 10.3 |
|
Form of Lock-Up Agreement |
| |
|
|
| 10.4 |
|
Form of Amended and Restated Registration Rights Agreement |
| |
|
|
| 10.5 |
|
Form of PIPE Subscription Agreement |
| |
|
|
| 99.1 |
|
Joint Press Release, dated October 8, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document) |
| † | Certain
of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
a copy of all omitted exhibits and schedules to the SEC upon its request. |
SIGNATURES
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.
| |
DIGITAL ASSET ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Peter Ort |
| |
|
Name: |
Peter Ort |
| |
|
Title: |
Principal Executive Officer and Co-Chairman |
| |
|
|
|
| Date: October 8, 2026 |
|
|
Exhibit 99.1
DIGITAL
ASSET ACQUISITION CORP. TO COMBINE WITH TITAN STRATEGICS, EXPLORATION LICENSE HOLDER OVER RANSTAD, SWEDEN’S LARGEST PREVIOUSLY
PRODUCING URANIUM MINE; COMBINED COMPANY TO BE NAMED “RENAISSANCE NUCLEAR, INC.” AND PUBLICLY LISTED
| ● | Titan
holds the exploration licenses over Ranstad, Sweden’s largest previously producing uranium mine, and approximately 207 km²
of the surrounding Billingen uranium district, in a NATO and EU member state. |
| ● | Originally
built by AB Atomenergi, the state-controlled company behind Sweden’s first nuclear reactor, and later co-managed by LKAB, today
one of Europe’s largest mining companies. |
| ● | 242
historical holes drilled by the Swedish state, more than 200 inside Titan’s license area. Historical assays averaged approximately
350 ppm U3O8 over about 7 meters, in a flat, layer-cake horizon that in places comes within approximately 9 meters
of surface. |
| ● | The
EU imports virtually all of its uranium, around one pound in six from Russia. Sweden lifted its uranium ban on January 1, 2026, reopening
alum shales that host an estimated one million tonnes of uranium (IAEA/OECD-NEA “Red Book”). |
| ● | Partnering
with Digital Asset Acquisition Corp., whose team includes 40-year uranium and nuclear executive Jim Cornell, who recently advised on
IQM Quantum Computers Oyj (Nasdaq: IQMX) public listing. |
| ● | Pro-forma
combined company enterprise value of $318 million. |
| ● | Received
signed commitment of $15 million of common equity in the form of a PIPE (Private Investment in Public Equity) investment from an accredited
investor. |
PRINCETON,
NJ, Oct. 08, 2026 (GLOBE NEWSWIRE) -- Digital Asset Acquisition Corp. (Nasdaq: DAAQ) (“DAAQ”), a special purpose acquisition
company, today announced that it has entered into a merger agreement (the “Merger Agreement” and the transactions contemplated
by that agreement, the “Business Combination”) with Titan Strategics Holdings Ltd, a Cayman Islands exempted company (“Titan”),
and the direct owner of one hundred percent (100%) of the equity interests in Titan Strategics AS, the exploration license holder over
the former Ranstad uranium mine and the surrounding Billingen uranium district in Sweden. Upon closing, the combined company (the “Pubco”)
is expected to operate under the new name of Renaissance Nuclear, Inc. The proposed Business Combination remains subject to the receipt
of all necessary shareholder and regulatory approvals, and other customary closing conditions.
Titan
Strategics AS holds the exploration permits for the Billingen Uranium Project in south-central Sweden, a district-scale land package
that takes in the former Ranstad mine. Ranstad was the cornerstone of Sweden’s plan for nuclear fuel self-sufficiency and produced
uranium from 1965 to 1969, until low prices at the time forced its closure. In the 1970s, LKAB became a co-manager and drew up plans
to restart and expand it. Now, with the ban lifted, AI driving power demand and Europe racing to replace Russian nuclear fuel, Titan
intends to bring this historic district back to life with modern exploration. The project sits about 5 kilometers from Skövde and
150 kilometers from Gothenburg, Scandinavia’s largest container port, with highway, rail and grid power already in place.
The
proposed Business Combination will bring together proven leadership in mine development, nuclear energy and capital markets.
The
combined company is expected to be led by Executive Chairman Adam Clode, a mining executive with more than 25 years’ experience
taking projects from resource definition to production. Mr. Clode started his career developing a gold asset for Newmont Mining Corporation
in Ghana; served as Site Manager at Equinox Minerals’ Lumwana copper project in Zambia (Equinox was later acquired by Barrick for
approximately $7.8 billion); and, as Manager of Projects, delivered African Minerals’ $3 billion Tonkolili iron ore development
in Sierra Leone through to first ore shipment, supporting the team that secured more than $2 billion in strategic funding. DAAQ Co-Chairmen
Pete Ort and Jeff Tuder bring over 30 years of investing, advising and experience with special purpose acquisition companies, or SPACs.
Their most recent SPAC, Real Asset Acquisition Corp. (Nasdaq: RAAQ), closed its combination with IQM Quantum Computers Oyj (Nasdaq: IQMX)
in July 2026, creating the first European quantum computing company listed on a major U.S. exchange. DAAQ’s advisors add decades
of uranium and nuclear operating experience.
Adam
Clode, Executive Chairman of the post-closing combined business, commented: “Ranstad is where the Swedish state mined uranium
to secure its energy independence. Today, the EU imports virtually every pound of the uranium its reactors need. We hold the licenses
over Sweden’s largest formerly producing uranium mine and the district around it, backed by decades of state-funded drilling. Our
plan is simple: recover the historical data, confirm it with modern drilling and build toward a maiden resource. DAAQ gives us the capital
markets access to move fast.”
Peter
Ort, Co-Chairman & Principal Executive Officer of DAAQ, added: “Titan has something genuinely rare: exploration rights
over a formerly producing uranium mine inside the EU and NATO, in a country that has just reopened its doors to uranium. With the EU
importing almost all of its uranium, we believe assets like Ranstad have strategic value the market has yet to recognize. We believe
Titan is well-positioned to deliver meaningful value for shareholders.”
Europe’s
Uranium Security Gap
EU
reactors run almost entirely on imported uranium. In 2025, EU utilities received about 14,700 tonnes of natural uranium, all from outside
the EU, around 16% of it from Russia (Euratom Supply Agency). Brussels’ REPowerEU roadmap aims to phase out remaining Russian energy
imports, including nuclear. Demand is rising too: nuclear already supplies about 30% of Sweden’s electricity, the government plans
the equivalent of up to ten new large reactors by 2045, and Vattenfall’s Videberg Kraft project has selected Rolls-Royce SMRs for
Ringhals. Worldwide, AI and data centers are driving demand for always-on, carbon-free power, while industry analysts point to a structural
gap between mine supply and reactor needs.
Billingen:
A District-Scale Opportunity
Two
exploration licenses, Billingen nr 100 and Billingen nr 200, cover approximately 207 km² (20,713 hectares). They were granted by
the Swedish Mining Inspectorate on January 16, 2025, run to January 16, 2028 and can be extended under the Swedish Minerals Act, subject
to approval by the Swedish Mining Inspectorate. They take in the Ranstad mine site and the Billingen plateau, where the uranium sits
in a flat layer of alum shale that can be traced for kilometers.
According
to Titan’s compilation and interpretation of historical Swedish government drilling records, between 1957 and 1975, the Swedish
state drilled 242 holes across the Billingen area, more than 200 of them inside Titan’s license area. Assay records for the 11
holes drilled inside the license area in 1974–75 average approximately 350 ppm U3O8 (about 0.035%) over about
7 meters, with the best hole grading 564 ppm U3O8. On the eastern flank, drilling hit the uranium layer as shallow
as about 9 meters. These historical results have not yet been verified by a Qualified Person under the Securities and Exchange Commission’s
(the “SEC”) rules under Regulation S-K 1300 (“SK-1300”).
The
same layer carries vanadium, molybdenum, nickel and zinc, and modern processing tested on comparable Swedish alum shale has shown the
potential to recover vanadium alongside uranium. An independent “Qualified Person” (as defined in SK-1300) is preparing an
SK-1300 Technical Report Summary.
Proposed
Business Combination Overview
The
proposed Business Combination implies a pro-forma combined company enterprise value of $318 million, excluding additional earnout shares.
The transaction is expected to deliver approximately $65 million in gross transaction proceeds, consisting of cash held in DAAQ’s
trust account (assuming no redemptions by DAAQ’s public shareholders) and including a minimum of $15 million of common equity in
the form of a PIPE (Private Investment in Public Equity) investment from institutional investors. The combined company expects to use
the net proceeds for general corporate purposes, exploration and advancement of the Billingen Uranium Project, and transaction expenses.
Under the terms of the Merger Agreement, Titan’s existing equity holders will convert 100% of their equity into 25,000,000 shares
of Pubco and are expected to own approximately 70% of Pubco upon consummation of the proposed Business Combination, excluding warrants,
shares reserved under equity compensation plans and any DAAQ investors who elect to redeem their shares. The proposed Business Combination
is expected to be completed in early 2027, subject to customary closing conditions, including shareholder and regulatory approvals. The
combined public company is expected to be named “Renaissance Nuclear, Inc.” and to list its common stock and warrants to
purchase common stock on either Nasdaq or the NYSE, subject to satisfaction of initial listing requirements. The proposed Business Combination
has been unanimously approved by the board of directors of Titan and the board of directors of DAAQ. Additional information about the
proposed Business Combination, including a copy of the Merger Agreement, will be provided in a Current Report on Form 8-K to be filed
by DAAQ with the SEC and available at www.sec.gov.
Advisors
Cohen
& Company Capital Markets, a division of Cohen & Company Securities, LLC, is serving as the exclusive financial advisor and lead
capital markets advisor to DAAQ. Loeb & Loeb LLP and Ashurst Perkins Coie are serving as legal counsel to DAAQ, and Olshan Frome
Wolosky LLP is serving as legal counsel to Titan.
About
Titan Strategics AS
Titan
Strategics AS holds the exploration licenses over Ranstad, Sweden’s largest formerly producing uranium mine, and approximately
207 km² of the surrounding Billingen uranium district. Titan Strategics AS aims to define a modern S-K 1300 Mineral Resource at
Billingen and build a European nuclear fuel platform that reduces Europe’s dependence on imported uranium.
About
Digital Asset Acquisition Corp.
Digital
Asset Acquisition Corp. (Nasdaq: DAAQ) is a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination. DAAQ is seeking to pursue an initial
business combination target that capitalizes on the expertise and ability of DAAQ’s management team and advisors across a range
of industries.
Important
Information About the Business Combination and Where to Find It
The
proposed Business Combination will be submitted to shareholders of DAAQ for their consideration. DAAQ and Titan intend to jointly file
a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”),
which will include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus
will be mailed to DAAQ’s shareholders as of a record date to be established for voting on the Business Combination and other proposals.
DAAQ may also file other relevant documents regarding the Business Combination with the SEC. DAAQ’s shareholders and other interested
persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available,
the definitive Proxy Statement/Prospectus, in connection with DAAQ’s solicitation of proxies for its extraordinary meeting of shareholders
to be held to approve, among other things, the Business Combination, because these documents will contain important information about
DAAQ, Titan and the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive Proxy Statement/Prospectus,
once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC
by DAAQ, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: DAAQ’s principal executive
offices at 174 Nassau Street, Suite 2100, Princeton, New Jersey 08542.
Participants
in the Solicitation
DAAQ
and Titan and certain of their respective directors, executive officers and other members of management and employees may be considered
participants in the solicitation of proxies with respect to the Business Combination under the rules of the SEC. Information about (i)
the directors and executive officers of DAAQ is set forth in the DAAQ Annual Report on Form 10-K for the year ended December 31, 2025,
which was filed with the SEC on March 3, 2026, and (ii) a description of the interests of the directors and executive officers of DAAQ
and Titan, and the Business Combination, will be contained in the Registration Statement and the Proxy Statement/Prospectus when available,
which documents can be obtained free of charge from the sources indicated above.
Forward-Looking
Statements
The
disclosure herein includes certain statements that are not historical facts but are forward-looking statements. Forward-looking statements
generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“project,” “forecast,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking
statements include, but are not limited to, (1) statements regarding estimates and forecasts or other financial, performance and operational
metrics and projections of market opportunity; (2) references with respect to the anticipated benefits of the proposed Business Combination
and the projected future financial performance of Titan following the proposed Business Combination; (3) changes in the market for Titan’s
expansion plans and opportunities; (4) the sources and uses of cash in connection with the proposed Business Combination; (5) the anticipated
capitalization and enterprise value of DAAQ following the consummation of the proposed Business Combination; (6) current and future potential
commercial and customer relationships; (7) the ability to operate efficiently at scale; (8) anticipated investments in capital resources
and research and development, and the effect of these investments; (9) the amount of redemption requests made by DAAQ’s public
shareholders; (10) the ability of DAAQ to issue equity or equity-linked securities in the future; (11) the failure to achieve the minimum
cash at closing requirements; (12) the inability to obtain or maintain the listing of the combined company’s common stock on Nasdaq
following the proposed Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure to
meet Nasdaq’s initial listing standards in connection with the consummation of the proposed Business Combination; and (13) expectations
related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions, whether or not
identified in this release, and on the current expectations of DAAQ’s and Titan’s management and are not predictions of actual
performance. 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 Titan. These forward-looking statements are subject to a number of risks and uncertainties, as set
forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in DAAQ’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on
March 3, 2026, and/or will be contained in the Registration Statement and the Proxy Statement/Prospectus when available, and in those
other documents that DAAQ and Titan have filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties
above are not exhaustive, and there may be additional risks that neither DAAQ nor Titan presently know or that DAAQ and Titan 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’s and Titan’s expectations, plans or forecasts of future events and views as of the
date of this press release. DAAQ and Titan anticipate that subsequent events and developments will cause DAAQ and Titan’s assessments
to change. However, while DAAQ and Titan may elect to update these forward-looking statements at some point in the future, DAAQ and Titan
specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing DAAQ’s
and Titan’s assessments as of any date subsequent to the date of this release. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
No
Offer or Solicitation
This
press release shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities
in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination,
nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer,
solicitation or sale may be unlawful under the laws of such jurisdiction. This press release does not constitute either advice or a recommendation
regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended, or an exemption therefrom.
Contacts:
Peter
Ort
Principal Executive Officer and Co-Chairman
Digital Asset Acquisition Corp.
pete@curaleaassociates.com
