425 1 form425.htm 425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 18, 2026

DIGITAL ASSET ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Cayman Islands		001-42612		N/A 00-0000000
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

174 Nassau Street,
Suite 2100

Princeton, New Jersey 08542

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (609) 924-0759

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	DAAQU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	DAAQ	The Nasdaq Stock Market LLC
Redeemable warrants, each whole redeemable warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	DAAQW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously announced, on January 13, 2026, Digital Asset Acquisition Corp. (“DAAQ”) and Old Glory Holding Company (“Old Glory Bank”), entered into a business combination agreement (the “Business Combination Agreement”), for a business combination transaction (the “Business Combination”) that will result in, among other things, (i) DAAQ changing its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and domesticating as a corporation incorporated under the laws of the State of Texas, and, in connection therewith, changing its name to “OGB Financial Company” (“Pubco”) and (ii) Old Glory Bank merging with and into Pubco, with Pubco continuing as the surviving company.

Prior to the closing of the Business Combination, DAAQ intends to enter into non-redemption agreements (the “Non-Redemption Agreement”) with unaffiliated third-party holders (such third-party holders, the “NRA Investors”) of Class A Ordinary Shares, par value $0.0001 per share, of DAAQ (the “Class A Ordinary Shares”), pursuant to which such NRA Investors will agree to not redeem the Class A Ordinary Shares held by them in connection with the extraordinary general meeting of shareholders of DAAQ to be held to approve the Business Combination. In exchange for such commitment, DAAQ will agree that, immediately following the consummation of the Business Combination, Pubco will issue to the NRA Investors, for no additional consideration, warrants (the “Non-Redemption Warrants”) to purchase shares of common stock, par value $0.0001 per share, of Pubco (the “Common Stock”), in an amount equal to 3.25 Non-Redemption Warrants for each Class A Ordinary Share not redeemed by such NRA Investor in accordance with the terms of the Non-Redemption Agreements.

The Non-Redemption Warrants will be immediately exercisable upon issuance and will expire five years from the closing date of the Business Combination (the “Exercise Period”). The Non-Redemption Warrants, if exercised, may be exercised only for cash. Each Non-Redemption Warrant will be initially exercisable at $12.00 per share of Common Stock, subject to adjustments for stock dividends, splits, combinations and similar events and customary anti-dilution adjustments, including with respect to certain future issuances or sales of Common Stock at prices less than the exercise price then in effect. In addition, if the trailing 45-day volume-weighted average price of Common Stock on the 46th trading day following the twelve month anniversary of the closing of the Business Combination (the “Closing Date”) is less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume weighted average price and (ii) $6.00. Further, if Pubco undergoes a change of control during the Exercise Period, then (i) the surviving entity will assume the Non-Redemption Warrants if Pubco is not the surviving company, and (ii) if the consideration to be paid in connection with such change of control is comprised of at least 30% cash, then the exercise price will be reduced by an amount equal to (a) the exercise price in effect prior to such reduction, minus (b)(x) the Per Share Consideration (as defined below) and the Black-Scholes Value, calculated in accordance with the terms of the Non-Redemption Warrants. In addition, if Pubco sells shares of capital stock during the Exercise Period (other than pursuant to an equity incentive plan or for bona fide services) at a price less than $10.00 per share, subject to adjustment for stock dividends, splits, combinations and similar events, then the exercise price will be reduced to such issuance price, plus 20%. For purposes of the foregoing, the term “Per Share Consideration” means (i) if the consideration paid to holders of shares of Common Stock consists entirely of cash, then such per share cash amount, and (ii) in all other cases, the volume weighted average price of Common Stock during the ten trading day period ending on the trading day prior to the effective date of such change of control.

Each Non-Redemption Agreement will also provide for certain customary registration rights with respect to the shares of Common Stock underlying the Non-Redemption Warrants.

The Non-Redemption Agreements will terminate and be of no further force or effect upon the earliest to occur of (a) the termination of the Business Combination Agreement in accordance with its terms, (b) the mutual written consent of the parties thereto and (c) the issuance of the applicable Non-Redemption Warrants to such NRA Investor following the consummation of the Business Combination. Notwithstanding the foregoing, if the Business Combination has not been consummated by the date that is 90 days after the date of the Non-Redemption Agreements, then the Non-Redemption Agreements will terminate, unless extended by mutual written consent of the parties thereto.

The foregoing description of the Non-Redemption Agreement and the Non-Redemption Warrants is subject to and qualified in its entirety by reference to the full text of the forms of Non-Redemption Agreement and Warrant Certificate for the Non-Redemption Warrants, copies of which are included as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”), and the terms of each are incorporated herein by reference.

The forms of Non-Redemption Agreement and Warrant Certificate for the Non-Redemption Warrants are subject to change based on ongoing negotiations between the parties.

Additional Information about the Business Combination and Where to Find It

The Business Combination will be submitted to the shareholders of DAAQ for their consideration. DAAQ and Old Glory Bank have filed a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which includes a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed to DAAQ’s shareholders in connection with DAAQ’s solicitation for proxies for the vote by DAAQ’s shareholders in connection with the Business Combination and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued (or deemed issued) to DAAQ’s securityholders and Old Glory Bank’s equityholders in connection with the completion of the Business Combination. After the Registration Statement is declared effective, DAAQ will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Business Combination. DAAQ’s shareholders and other interested persons are advised to read, once available, the Registration Statement, the preliminary proxy statement/prospectus included in the Registration Statement and any amendments thereto and, once available, the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination, in connection with DAAQ’s solicitation of proxies for its extraordinary general meeting to be held to approve, among other things, the Business Combination, as well as other documents filed with the SEC in connection with the Business Combination, as these documents will contain important information about DAAQ, Old Glory Bank, and the Business Combination. Securityholders of DAAQ and Old Glory Bank may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by DAAQ with the SEC that will or may be incorporated by reference in the proxy statement/prospectus, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to DAAQ at 174 Nassau Street, Suite 2100, Princeton, New Jersey 08542.

Participants in the Solicitation

DAAQ and its directors and executive officers may be deemed participants in the solicitation of proxies from DAAQ’s shareholders in connection with the Business Combination. More detailed information regarding those directors and executive officers and a description of their interests in DAAQ is contained in DAAQ’s filings with the SEC, including the Registration Statement, each of which is available free of charge at the SEC’s website at www.sec.gov.

Old Glory Bank’s directors and executive officers may also be deemed to be participants in the solicitation of proxies from DAAQ’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination are included in the Registration Statement.

Forward-Looking Statements

This Current Report includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about DAAQ’s or Old Glory Bank’s ability to effectuate the Business Combination discussed in this document; the benefits of the Business Combination; the future financial performance of Pubco (which will be the go-forward public company following the completion of the Business Combination) following the closing; changes in Old Glory Bank’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by DAAQ, Old Glory Bank and their respective management teams, as the case may be, are inherently uncertain. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DAAQ and Old Glory Bank. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political conditions, and in applicable laws and regulations, (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements and any negotiations with respect to the Business Combination; (3) the outcome of any legal proceedings that may be instituted against DAAQ, Old Glory Bank, the combined company, or others; (4) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of DAAQ or Old Glory Bank for the Business Combination or to satisfy other conditions to closing; (5) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (6) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations of DAAQ or Old Glory Bank as a result of the announcement and consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things: competition, the ability of the combined company to grow and manage growth profitably, the ability of the combined company to build or maintain relationships with customers and retain its management and key employees, the timing and amount of future capital expenditures and requirements for additional capital, and the timing of future cash flow provided by operating activities, if any; (9) costs related to the Business Combination; (10) the possibility that Old Glory Bank or the combined company may be adversely affected by other economic, business, political and/or competitive factors; (11) estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; (12) the ability of DAAQ to enter into Non-Redemption Agreements; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in DAAQ’s filings with the SEC, including the Registration Statement, when available, and any periodic Exchange Act reports filed by DAAQ with the SEC such as its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

You should carefully consider the foregoing risk factors and the other risks and uncertainties which will be more fully described in the “Risk Factors” section of the Registration Statement and other documents filed by DAAQ from time to time with the SEC. If any of these risks materialize or DAAQ’s or Old Glory Bank’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither DAAQ nor Old Glory Bank presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect DAAQ and Old Glory Bank’s expectations, plans, or forecasts of future events and views as of the date of this Current Report. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. These forward-looking statements speak only as of the date of this Current Report. DAAQ, Old Glory Bank, and their respective representatives and affiliates specifically disclaim any obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Accordingly, these forward-looking statements should not be relied upon as representing DAAQ’s, Old Glory Bank’s, or any of their respective representatives or affiliates’ assessments as of any date subsequent to the date of this Current Report, and therefore undue reliance should not be placed upon the forward-looking statements. This Current Report contains preliminary information only, is subject to change at any time, and is not, and should not be assumed to be, complete or constitute all of the information necessary to adequately make an informed decision regarding any potential investment in connection with the Business Combination.

No Offer or Solicitation

This Current Report and the exhibit hereto do not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction with respect to any securities or in connection with the Business Combination. There shall not be any offer, sale or exchange of any securities of Old Glory Bank or DAAQ in any jurisdiction where, or to any person to whom, such offer, sale or exchange may be unlawful under the laws of such jurisdiction prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Form of Non-Redemption Agreement and Warrant Certificate.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 18, 2026	DIGITAL ASSET ACQUISITION CORP.

	By:	/s/ Peter Ort
	Name:	Peter Ort
	Title:	Principal Executive Officer and Co-Chairman

SEC Form 425 filed by Digital Asset Acquisition Corp.