Digital Asset Acquisition Corp. 8-K

What Happened
Digital Asset Acquisition Corp. (DAAQ) announced on January 13, 2026 that it entered a Business Combination Agreement with Old Glory Holding Company (Old Glory Bank). Under the deal DAAQ will domesticate from the Cayman Islands to Texas, change its name to OGB Financial Company (Pubco) and merge Old Glory Bank into Pubco. The boards of both companies unanimously approved the transaction and a joint press release was issued the same day.

Key Details

• Agreement date: January 13, 2026; expected close: first half of 2026, subject to approvals.
• Corporate changes: DAAQ will domesticate to Texas and rename to “OGB Financial Company” (Pubco); Old Glory Bank will merge into Pubco (the Merger).
• Consideration mechanics: Old Glory Class A and Class B shares will be cancelled and converted into Pubco common stock based on formulas in the agreement (including a $250.0 million base equity fund adjusted for indebtedness/unrestricted cash used to compute per‑share values).
• Cash and financing conditions: Closing requires at least $50,000,000 in combined trust account/Pipe proceeds (Minimum Closing Cash Condition) and entry into a Registration Rights Agreement.
• Regulatory and timing conditions: Closing requires bank regulatory approvals, HSR clearance, Nasdaq listing approval and shareholder approvals; failure to close by May 31, 2026 can allow termination. If the deal is terminated due to missing bank approvals but the cash condition would have been met, Old Glory Bank must issue $10.0 million of Class A shares to DAAQ.
• Governance and employee treatment: Pubco’s board will have seven directors (five designated by Old Glory, two by DAAQ Sponsor LLC); all Old Glory equity awards vest and convert to Pubco awards; certain warrants convert into Pubco warrants.
• Covenants and compliance: Old Glory must maintain banking permits, adequate capital ratios, CRA compliance and BSA/AML/sanctions controls; audited 2024 financials were required by Jan 31, 2026 and 2025 audited financials by Feb 28, 2026.
• Support and lock‑ups: Sponsor, directors/officers and certain Old Glory shareholders agreed to support the deal and entered into lock‑up agreements limiting sales of Pubco stock for up to one year (with standard price‑based release conditions).

Why It Matters
This 8‑K announces a definitive merger that would convert DAAQ from a SPAC-style shell into an operating bank holding company under the name OGB Financial Company, creating a publicly listed bank franchise if the deal closes. Key investor considerations are regulatory approvals (banking regulators and Nasdaq), the required minimum cash financing of $50M, the May 31, 2026 outside date, and the treatment of existing Old Glory shareholders and employees (vested awards and lock‑ups). These facts affect the likelihood and timing of closing and the potential equity stake and liquidity for public investors.