{"url_path":"/sec/daaq/8-k/2026-06-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/2052162/0001493152-26-029392-index.html","accession_number":"0001493152-26-029392","cik":"0002052162","ticker":"DAAQ","issuer_name":"Digital Asset Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2052162/0001493152-26-029392-index.html","primary_entity_key":"0002052162","primary_entity_name":"Digital Asset Acquisition Corp."},"word_count":2478,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nAs\npreviously announced, on January 13, 2026, Digital Asset Acquisition Corp. (“DAAQ”) and Old Glory Holding Company (“Old\nGlory Bank”), entered into a business combination agreement (the “Business Combination Agreement”), for a business\ncombination transaction (the “Business Combination”) that will result in, among other things, (i) DAAQ changing its jurisdiction\nof incorporation by deregistering as a Cayman Islands exempted company and domesticating as a corporation incorporated under the laws\nof the State of Texas, and, in connection therewith, changing its name to “OGB Financial Company” (“Pubco”) and\n(ii) Old Glory Bank merging with and into Pubco, with Pubco continuing as the surviving company.\n\n \n\nPrior\nto the closing of the Business Combination, DAAQ intends to enter into non-redemption agreements (the “Non-Redemption Agreement”)\nwith unaffiliated third-party holders (such third-party holders, the “NRA Investors”) of Class A Ordinary Shares, par value\n$0.0001 per share, of DAAQ (the “Class A Ordinary Shares”), pursuant to which such NRA Investors will agree to not redeem\nthe Class A Ordinary Shares held by them in connection with the extraordinary general meeting of shareholders of DAAQ to be held to approve\nthe Business Combination. In exchange for such commitment, DAAQ will agree that, immediately following the consummation of the Business\nCombination, Pubco will issue to the NRA Investors, for no additional consideration, warrants (the “Non-Redemption Warrants”)\nto purchase shares of common stock, par value $0.0001 per share, of Pubco (the “Common Stock”), in an amount equal to 3.25\nNon-Redemption Warrants for each Class A Ordinary Share not redeemed by such NRA Investor in accordance with the terms of the Non-Redemption\nAgreements.\n\n \n\nThe\nNon-Redemption Warrants will be immediately exercisable upon issuance and will expire five years from the closing date of the Business\nCombination (the “Exercise Period”). The Non-Redemption Warrants, if exercised, may be exercised only for cash. Each Non-Redemption\nWarrant will be initially exercisable at $12.00 per share of Common Stock, subject to adjustments for stock dividends, splits, combinations\nand similar events and customary anti-dilution adjustments, including with respect to certain future issuances or sales of Common Stock\nat prices less than the exercise price then in effect. In addition, if the trailing 45-day volume-weighted average price of Common Stock\non the 46th trading day following the twelve month anniversary of the closing of the Business Combination (the “Closing Date”)\nis less than the exercise price then in effect, the exercise price will be adjusted to the greater of (i) such volume weighted average\nprice and (ii) $6.00. Further, if Pubco undergoes a change of control during the Exercise Period, then (i) the surviving entity will\nassume the Non-Redemption Warrants if Pubco is not the surviving company, and (ii) if the consideration to be paid in connection with\nsuch 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\nprice in effect prior to such reduction, minus (b)(x) the Per Share Consideration (as defined below) and the Black-Scholes Value, calculated\nin accordance with the terms of the Non-Redemption Warrants. In addition, if Pubco sells shares of capital stock during the Exercise\nPeriod (other than pursuant to an equity incentive plan or for bona fide services) at a price less than $10.00 per share, subject to\nadjustment for stock dividends, splits, combinations and similar events, then the exercise price will be reduced to such issuance price,\nplus 20%. For purposes of the foregoing, the term “Per Share Consideration” means (i) if the consideration paid to holders\nof shares of Common Stock consists entirely of cash, then such per share cash amount, and (ii) in all other cases, the volume weighted\naverage price of Common Stock during the ten trading day period ending on the trading day prior to the effective date of such change\nof control.\n\n \n\nEach\nNon-Redemption Agreement will also provide for certain customary registration rights with respect to the shares of Common Stock underlying\nthe Non-Redemption Warrants.\n\n \n\nThe\nNon-Redemption Agreements will terminate and be of no further force or effect upon the earliest to occur of (a) the termination of the\nBusiness Combination Agreement in accordance with its terms, (b) the mutual written consent of the parties thereto and (c) the issuance\nof the applicable Non-Redemption Warrants to such NRA Investor following the consummation of the Business Combination. Notwithstanding\nthe foregoing, if the Business Combination has not been consummated by the date that is 90 days after the date of the Non-Redemption\nAgreements, then the Non-Redemption Agreements will terminate, unless extended by mutual written consent of the parties thereto.\n\n \n\nThe\nforegoing description of the Non-Redemption Agreement and the Non-Redemption Warrants is subject to and qualified in its entirety by\nreference to the full text of the forms of Non-Redemption Agreement and Warrant Certificate for the Non-Redemption Warrants, copies of\nwhich are included as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”), and\nthe terms of each are incorporated herein by reference.\n\n \n\n \n\n \n\n \n\nThe\nforms of Non-Redemption Agreement and Warrant Certificate for the Non-Redemption Warrants are subject to change based on ongoing negotiations\nbetween the parties.\n\n \n\n**Additional\nInformation about the Business Combination and Where to Find It**\n\n \n\nThe\nBusiness Combination will be submitted to the shareholders of DAAQ for their consideration. DAAQ and Old Glory Bank have filed a registration\nstatement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”),\nwhich includes a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed\nto DAAQ’s shareholders in connection with DAAQ’s solicitation for proxies for the vote by DAAQ’s shareholders in connection\nwith the Business Combination and other matters to be described in the Registration Statement, as well as the prospectus relating to\nthe offer and sale of the securities to be issued (or deemed issued) to DAAQ’s securityholders and Old Glory Bank’s equityholders\nin connection with the completion of the Business Combination. After the Registration Statement is declared effective, DAAQ will mail\na definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Business\nCombination. DAAQ’s shareholders and other interested persons are advised to read, once available, the Registration Statement,\nthe preliminary proxy statement/prospectus included in the Registration Statement and any amendments thereto and, once available, the\ndefinitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination,\nin connection with DAAQ’s solicitation of proxies for its extraordinary general meeting to be held to approve, among other things,\nthe Business Combination, as well as other documents filed with the SEC in connection with the Business Combination, as these documents\nwill contain important information about DAAQ, Old Glory Bank, and the Business Combination. Securityholders of DAAQ and Old Glory Bank\nmay obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by DAAQ\nwith the SEC that will or may be incorporated by reference in the proxy statement/prospectus, without charge, at the SEC’s website\nlocated at www.sec.gov or by directing a written request to DAAQ at 174 Nassau Street, Suite 2100, Princeton, New Jersey 08542.\n\n \n\n**Participants\nin the Solicitation**\n\n \n\nDAAQ\nand its directors and executive officers may be deemed participants in the solicitation of proxies from DAAQ’s shareholders in\nconnection with the Business Combination. More detailed information regarding those directors and executive officers and a description\nof their interests in DAAQ is contained in DAAQ’s filings with the SEC, including the Registration Statement, each of which is\navailable free of charge at the SEC’s website at www.sec.gov.\n\n \n\nOld\nGlory Bank’s directors and executive officers may also be deemed to be participants in the solicitation of proxies from DAAQ’s\nshareholders in connection with the Business Combination. A list of the names of such directors and executive officers and information\nregarding their interests in the Business Combination are included in the Registration Statement.\n\n \n\n**Forward-Looking\nStatements**\n\n \n\nThis\nCurrent Report includes certain statements that may constitute “forward-looking statements” within the meaning of Section\n27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements include, but are not limited to, statements\nthat refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions.\nThe words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”\n“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”\n“project,” “seek,” “should,” “target,” “would” and similar expressions may\nidentify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking\nstatements may include, for example, statements about DAAQ’s or Old Glory Bank’s ability to effectuate the Business Combination\ndiscussed in this document; the benefits of the Business Combination; the future financial performance of Pubco (which will be the go-forward\npublic company following the completion of the Business Combination) following the closing; changes in Old Glory Bank’s strategy,\nfuture operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management.\nThese forward-looking statements are based upon estimates and assumptions that, while considered reasonable by DAAQ, Old Glory Bank and\ntheir respective management teams, as the case may be, are inherently uncertain. These forward-looking statements are provided for illustrative\npurposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction,\nor a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ\nfrom assumptions. Many actual events and circumstances are beyond the control of DAAQ and Old Glory Bank. Such forward-looking statements\nare subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or\nimplied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include,\nbut are not limited to: (1) changes in domestic and foreign business, market, financial, political conditions, and in applicable laws\nand regulations, (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive\nagreements and any negotiations with respect to the Business Combination; (3) the outcome of any legal proceedings that may be instituted\nagainst DAAQ, Old Glory Bank, the combined company, or others; (4) the inability to complete the Business Combination due to the failure\nto obtain approval of the shareholders of DAAQ or Old Glory Bank for the Business Combination or to satisfy other conditions to closing;\n(5) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws\nor regulations; (6) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (7)\nthe risk that the Business Combination disrupts current plans and operations of DAAQ or Old Glory Bank as a result of the announcement\nand consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the Business Combination, which\nmay be affected by, among other things: competition, the ability of the combined company to grow and manage growth profitably, the ability\nof the combined company to build or maintain relationships with customers and retain its management and key employees, the timing and\namount of future capital expenditures and requirements for additional capital, and the timing of future cash flow provided by operating\nactivities, if any; (9) costs related to the Business Combination; (10) the possibility that Old Glory Bank or the combined company may\nbe adversely affected by other economic, business, political and/or competitive factors; (11) estimates of expenses and profitability\nand underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; (12) the ability of DAAQ\nto enter into Non-Redemption Agreements; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors”\nand “Cautionary Note Regarding Forward-Looking Statements” in DAAQ’s filings with the SEC, including the Registration\nStatement, when available, and any periodic Exchange Act reports filed by DAAQ with the SEC such as its Annual Reports on Form 10-K,\nQuarterly Reports on Form 10-Q, and Current Reports on Form 8-K.\n\n \n\n \n\n \n\n \n\nYou\nshould carefully consider the foregoing risk factors and the other risks and uncertainties which will be more fully described in the\n“Risk Factors” section of the Registration Statement and other documents filed by DAAQ from time to time with the SEC. If\nany of these risks materialize or DAAQ’s or Old Glory Bank’s assumptions prove incorrect, actual results could differ materially\nfrom the results implied by these forward-looking statements. There may be additional risks that neither DAAQ nor Old Glory Bank presently\nknow or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking\nstatements. In addition, forward-looking statements reflect DAAQ and Old Glory Bank’s expectations, plans, or forecasts of future\nevents and views as of the date of this Current Report. Nothing in this communication should be regarded as a representation by any person\nthat the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking\nstatements will be achieved. These forward-looking statements speak only as of the date of this Current Report. DAAQ, Old Glory Bank,\nand their respective representatives and affiliates specifically disclaim any obligation to, and do not intend to, update or revise these\nforward-looking statements, whether as a result of new information, future events, or otherwise. Accordingly, these forward-looking statements\nshould not be relied upon as representing DAAQ’s, Old Glory Bank’s, or any of their respective representatives or affiliates’\nassessments as of any date subsequent to the date of this Current Report, and therefore undue reliance should not be placed upon the\nforward-looking statements. This Current Report contains preliminary information only, is subject to change at any time, and is not,\nand should not be assumed to be, complete or constitute all of the information necessary to adequately make an informed decision regarding\nany potential investment in connection with the Business Combination.\n\n \n\n**No\nOffer or Solicitation**\n\n \n\nThis\nCurrent Report and the exhibit hereto do not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange,\nor a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any\njurisdiction with respect to any securities or in connection with the Business Combination. There shall not be any offer, sale or exchange\nof 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\nunlawful under the laws of such jurisdiction prior to registration or qualification under the securities laws of any such jurisdiction.\nNo offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom."}