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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):
July 30, 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) |
|
(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 8.01 Other Events.
Postponement of Extraordinary
General Meeting of Shareholders
On July 30, 2026, Digital
Asset Acquisition Corp. (“DAAQ”), a Cayman Islands exempted company, issued a press release (the “Press Release”)
announcing that its upcoming extraordinary general meeting of shareholders (the “Meeting”) to approve its proposed initial
business combination, which was initially scheduled for July 31, 2026, will be postponed to 10:00 a.m., Eastern Time on August 14, 2026.
At the Meeting, shareholders of DAAQ will be asked to vote on proposals to approve, among other things, DAAQ’s proposed initial
business combination (the “Business Combination”) with Old Glory Holding Company (“Old Glory Bank”), a Delaware
corporation.
As a result of this change,
the Meeting will now be held at 10:00 a.m., Eastern time, on August 14, 2026, at the office of Ashurst Perkins Coie US LLP located at
1155 Avenue of the Americas, New York, New York 10036 and virtually via a live webcast at https://vote.useefficiency.com/meetings/proxy/daaq.
The deadline for holders of DAAQ’s Class A ordinary shares issued in its initial public offering to submit their shares for redemption
in connection with the Business Combination was July 29, 2026.
The proposed resolutions to
be considered at the Meeting remain the same as that set out in the definitive proxy statement and other relevant documents that have
been mailed to shareholders of DAAQ as of the record date of July 7, 2026. DAAQ plans to continue to solicit proxies from shareholders
during the period prior to the Meeting. Only the holders of DAAQ’s ordinary shares as of the close of business on July 7, 2026,
the record date for the Meeting, are entitled to vote at the Meeting.
A copy of the Press Release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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 included a proxy statement/prospectus and certain other related documents, which served 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. The Registration Statement was declared effective by the SEC on July 6,
2026, and DAAQ mailed the definitive proxy statement/prospectus relating to the Business Combination to its shareholders. The definitive
proxy statement/prospectus contains important information about the Business Combination and related matters. Securityholders of DAAQ
and Old Glory Bank may obtain a copy of the preliminary or definitive proxy statement/prospectus as well as other documents filed or that
will be filed by DAAQ with the SEC, 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 of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,
as amended (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; the benefits of the
Business Combination; the future financial performance of the combined company (which will be the go-forward public company following
the completion of the Business Combination) following the closing; and 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 with unaffiliated third-party holders
of DAAQ’s Class A ordinary shares; 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 knows
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 Current Report 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.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated July 30, 2026. |
| 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: July 31, 2026 |
DIGITAL ASSET ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Peter Ort |
| |
|
Name: |
Peter Ort |
| |
|
Title: |
Principal Executive Officer and Co-Chairman |
4
Exhibit 99.1
Digital
Asset Acquisition Corp. Announces Postponement of Shareholder Meeting
PRINCETON,
NEW JERSEY, July 30, 2026 (GLOBE NEWSWIRE) -- Digital Asset Acquisition Corp. (Nasdaq: DAAQ) (the “Company”) announced
that its upcoming extraordinary general meeting of shareholders (the “Meeting”) to approve its proposed initial business
combination, which was initially scheduled for July 31, 2026, will be postponed to 10:00 a.m., Eastern Time on August 14, 2026. At the
Meeting, shareholders of DAAQ will be asked to vote on proposals to approve, among other things, DAAQ’s proposed initial business
combination (the “Business Combination”) with Old Glory Holding Company (“Old Glory Bank”), a Delaware corporation.
As a result
of this change, the Meeting will now be held at 10:00 a.m., Eastern time, on August 14, 2026, at the office of Ashurst Perkins Coie US
LLP located at 1155 Avenue of the Americas, New York, New York 10036 and virtually via a live webcast at https://vote.useefficiency.com/meetings/proxy/daaq.
The deadline for holders of DAAQ’s Class A ordinary shares issued in its initial public offering to submit their shares for redemption
in connection with the Business Combination was July 29, 2026.
The proposed
resolutions to be considered at the Meeting remain the same as that set out in the definitive proxy statement and other relevant documents
that have been mailed to shareholders of DAAQ as of the record date of July 7, 2026. DAAQ plans to continue to solicit proxies from shareholders
during the period prior to the Meeting. Only the holders of DAAQ’s ordinary shares as of the close of business on July 7, 2026,
the record date for the Meeting, are entitled to vote at the Meeting.
About
Digital Asset Acquisition Corp.
Digital
Asset Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business
combination in any industry, sector or geographic region, it intends to target opportunities and companies that are in the digital asset
and cryptocurrency sectors.
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 included a proxy statement/prospectus and
certain other related documents, which served 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. The Registration Statement was declared effective by the SEC on July 6, 2026, and DAAQ mailed the definitive
proxy statement/prospectus relating to the Business Combination to its shareholders. The definitive proxy statement/prospectus contains
important information about the Business Combination and related matters. Securityholders of DAAQ and Old Glory Bank may obtain a copy
of the preliminary or definitive proxy statement/prospectus as well as other documents filed or that will be filed by DAAQ with the SEC,
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 press
release (“Press Release”) includes certain statements that may constitute “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (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;
the benefits of the Business Combination; the future financial performance of the combined company (which will be the go-forward public
company following the completion of the Business Combination) following the closing; and 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 with unaffiliated third-party holders
of DAAQ’s Class A ordinary shares; 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 knows
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 Press Release. Nothing in this Press Release 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 Press Release. 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 Press Release, and therefore undue reliance should not be placed upon the forward-looking
statements. This Press Release 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 Press Release 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.
Contact
Peter Ort
Principal Executive Officer and
Co-Chairman
Digital Asset Acquisition Corp.
pete@curaleaassociates.com
