A blank-check company carrying the words “Digital Asset” in its name and the ticker DAAQ filed a Form 8-K with the Securities and Exchange Commission on June 18, 2026, and the document is a useful reminder that not every crypto-adjacent SPAC ends up merging with a crypto operator. Digital Asset Acquisition Corp., a Cayman Islands special-purpose acquisition company headquartered in Princeton, New Jersey, disclosed the next mechanical step in its pending business combination with Old Glory Holding Company — referred to in the filing as “Old Glory Bank” — a deal first announced on January 13, 2026. The filing reports under Item 1.01 (entry into a material definitive agreement) and Item 9.01 (financial statements and exhibits).

The structure DAAQ describes is a standard piece of SPAC plumbing, but a consequential one for anyone tracking how these vehicles get across the finish line. According to the filing, the merger will result in DAAQ deregistering as a Cayman Islands company and domesticating in Texas, changing its name to “OGB Financial Company” (the filing calls it “Pubco”), with Old Glory Bank merging into Pubco as the surviving company. Ahead of the extraordinary general meeting at which shareholders will vote on the combination, DAAQ states it intends to sign non-redemption agreements with unaffiliated third-party holders of its Class A ordinary shares. The point of those agreements is to keep money in the trust: SPAC shareholders ordinarily have the right to redeem their shares for cash at the time of a deal vote, and heavy redemptions can leave a combined company short of the capital the transaction assumed.

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.— Digital Asset Acquisition Corp., Form 8-K, source

That 3.25-to-1 ratio is the consideration the company is offering in exchange for the commitment not to redeem. The filing labels the participating holders “NRA Investors,” and it specifies that the warrants are issued for no additional cash. Strip away the defined terms and the arrangement is straightforward: an investor who holds, rather than cashes out, a block of Class A shares through the vote is promised 3.25 warrants in the post-merger public company for every share kept in place.

What the warrant terms actually say

The 8-K sets out the warrant economics in detail. The Non-Redemption Warrants will be immediately exercisable upon issuance and will expire five years from the closing date of the business combination, a window the filing calls the “Exercise Period.” They may be exercised only for cash, with each warrant initially exercisable at $12.00 per share of Common Stock — above the $10.00 reference price common to SPAC trust accounting. The exercise price is subject to adjustment for stock dividends, splits, combinations and similar events, along with “customary anti-dilution adjustments,” including for certain future issuances of Common Stock at prices below the exercise price then in effect.

Several of those adjustment provisions move only in one direction — downward. The filing states that if the trailing 45-day volume-weighted average price of the Common Stock on the 46th trading day following the twelve-month anniversary of closing is less than the exercise price then in effect, the exercise price will be reset to the greater of that volume-weighted average price and $6.00. Separately, if Pubco sells capital stock during the Exercise Period at a price below $10.00 per share — outside an equity incentive plan or bona fide services — the exercise price will be reduced to that issuance price plus 20 percent. The document also describes a change-of-control mechanism: if Pubco is acquired during the Exercise Period and the consideration is at least 30 percent cash, the exercise price is reduced using a formula tied to a defined “Per Share Consideration” and a Black-Scholes value calculated under the warrant terms. Each non-redemption agreement will also carry customary registration rights for the shares underlying the warrants.

Conditions, timing, and where the deal stands

The arrangement is contingent and time-boxed. Per the filing, each non-redemption agreement will terminate upon the earliest of three events: termination of the underlying Business Combination Agreement, mutual written consent of the parties, or issuance of the warrants following the completion of the merger. The 8-K adds that if the business combination has not closed within 90 days of the date of the agreements, the agreements terminate unless extended by mutual written consent. The company also notes that the forms of the Non-Redemption Agreement and the Warrant Certificate — attached as Exhibit 10.1 — “are subject to change based on ongoing negotiations between the parties.”

The broader transaction is being routed through the SEC's standard de-SPAC review. DAAQ and Old Glory Bank have filed a registration statement on Form S-4 that includes a proxy statement/prospectus, which will serve both to solicit DAAQ shareholder votes and to register the securities issued in the deal. The 8-K directs securityholders to read those documents, once available, at www.sec.gov, and it carries the customary forward-looking-statements and no-offer-or-solicitation legends, including a list of risk factors ranging from the failure to obtain shareholder approval to “the ability of DAAQ to enter into Non-Redemption Agreements” at all. DAAQ trades on Nasdaq under DAAQ, with units under DAAQU and public warrants under DAAQW; its existing public warrants are exercisable at $11.50, a separate instrument from the $12.00 Non-Redemption Warrants described here. The report is signed by Peter Ort, Principal Executive Officer and Co-Chairman, and dated June 18, 2026.

For readers parsing the crypto sector through primary documents, the takeaway is narrow and worth stating plainly: a SPAC named “Digital Asset Acquisition Corp.” is, per its own filings, combining with a bank holding company and converting into OGB Financial Company in Texas — not acquiring a token issuer, miner, or exchange. The 8-K does not characterize the merits of the deal or the warrants; it discloses their terms. What it adds to the record is the precise incentive being offered to keep cash in trust through the vote — 3.25 warrants per held share, struck at $12.00, with five years to run and several reset triggers that lower, but never raise, the price at which they convert.