DAAQ Signs Non-Redemption Agreement Ahead of Old Glory Merger

Digital Asset Acquisition Corp. has entered into a non-redemption agreement with an investor to support its planned merger with Old Glory Holding Company and rebranding as OGB Financial Company.

By the FiledFeed automated desk Jun 19, 2026 12:41 AM ET

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

Digital Asset Acquisition Corp. (DAAQ) filed an 8-K on June 18, 2026, disclosing a non-redemption agreement tied to its planned business combination with Old Glory Holding Company, a bank holding company. Under the deal, an investor agrees not to redeem their DAAQ shares before the merger closes, in exchange for receiving warrants after the deal is done. Once the merger closes, DAAQ will redomicile from the Cayman Islands to Texas and be renamed "OGB Financial Company."

Digital Asset Acquisition Corp. (DAAQ) has entered into a non-redemption agreement with an unnamed investor as part of its effort to complete a merger with Old Glory Holding Company, according to an 8-K filing dated June 18, 2026.

What Is a Non-Redemption Agreement?

In a special purpose acquisition company (SPAC) deal — where a shell company raises money through a public offering and then merges with a private business — shareholders normally have the right to get their money back (redeem their shares) before the deal closes. A non-redemption agreement is a contract where an investor promises not to redeem a specific block of shares before the vote on the deal. In return, the investor receives compensation — in this case, warrants (the right to buy shares at a set price in the future).

The Merger with Old Glory Holding Company

According to the filing, DAAQ signed a business combination agreement with Old Glory Holding Company, a Delaware-registered bank holding company, on January 13, 2026. As part of closing that deal, DAAQ plans to:

Redomicile — move its legal home from the Cayman Islands to Texas, reorganizing under the Texas Business Organizations Code.
Merge — Old Glory will merge into DAAQ, with DAAQ surviving as the combined company.
Rename — the surviving company will be called OGB Financial Company, and DAAQ's ordinary shares will automatically convert into common stock at a par value of $0.0001 per share.

Warrant Terms

Once the merger closes, the investor will receive warrants (rights to buy stock) as compensation for agreeing not to redeem. The filing sets the initial exercise price — the price an investor pays to use each warrant — at $12.00 per share.

The filing also outlines downward price-adjustment protections:

If the 45-day average trading price of the stock, measured on the 46th trading day after the one-year anniversary of closing, falls below $12.00, the exercise price will drop to match that average price, but no lower than $6.00 per share.
If the company sells new shares at below $10.00 per share (outside of an employee incentive plan), the warrant exercise price will be reduced to that sale price plus 20%.
If a change of control (a takeover of the company) occurs and at least 30% of the deal consideration is cash, the warrant exercise price will be further reduced using a standard financial formula based on market prices and volatility.

Cashless exercise — where a warrant holder converts warrants into shares without paying cash — is not permitted under these warrants.

Key Conditions and Safeguards

The investor's shares are locked up (cannot be sold or transferred) until the earlier of the merger closing, the termination of the business combination agreement, or the termination of this non-redemption agreement itself, the filing said. The investor also agrees to vote its shares in favor of approving the merger.

The agreement includes a "most favored nation" clause, meaning that if DAAQ signs similar non-redemption agreements with other investors on better terms, it must offer those same improved terms to this investor.

The agreement expires automatically 90 days from signing if the merger has not closed by then, unless both parties agree in writing to extend it.

Key facts

DAAQ filed an 8-K on June 18, 2026, disclosing a non-redemption agreement.

The business combination agreement with Old Glory Holding Company was signed on January 13, 2026.

Old Glory Holding Company is a Delaware corporation registered as a bank holding company.

DAAQ will redomicile from the Cayman Islands to Texas and rename itself OGB Financial Company upon closing.

Common stock par value post-merger: $0.0001 per share.

Initial warrant exercise price: $12.00 per share.

Warrant price floor if stock underperforms one year post-close: $6.00 per share.

Anti-dilution trigger: if new shares are issued below $10.00 per share, warrant price adjusts to issuance price plus 20%.

The non-redemption agreement automatically terminates 90 days after signing if the merger has not closed.

Cashless exercise of the warrants is not permitted.

Why it matters

Non-redemption agreements are a common but meaningful step for SPACs nearing a merger vote — they help ensure enough shares stay in the company (rather than being cashed out) to satisfy the minimum cash conditions required to close a deal. The fact that DAAQ is offering warrants priced at $12.00 (with a $6.00 floor and multiple downward-adjustment triggers) signals management is willing to provide meaningful economic incentives to secure investor support. The merger target, Old Glory Holding Company, is a bank holding company, representing a notable shift in focus for an entity originally named "Digital Asset Acquisition Corp." Retail investors in DAAQ should note that their ordinary shares will automatically convert into OGB Financial Company common stock if the merger closes, and that additional warrants issued to non-redemption agreement participants could dilute existing shareholders.

Frequently asked

What is a non-redemption agreement and why does DAAQ need one?

A non-redemption agreement is a contract where an investor promises not to cash out their shares before a SPAC merger vote. DAAQ is using this agreement to keep more cash in the company as it works toward closing its merger with Old Glory Holding Company, offering warrants to the investor as compensation.

What will happen to DAAQ shares if the merger with Old Glory closes?

According to the filing, DAAQ will redomicile from the Cayman Islands to Texas and be renamed OGB Financial Company. Existing DAAQ ordinary shares will automatically convert into OGB Financial Company common stock at a par value of $0.0001 per share.

What are the warrants the investor receives, and at what price can they be exercised?

The investor receives warrants — rights to buy shares at a set price — after the merger closes. The initial exercise price is $12.00 per share. The price can be adjusted downward under certain conditions, but will not fall below $6.00 per share based on post-close trading performance.

What happens if the merger does not close within 90 days of the agreement?

The filing states the agreement will automatically terminate 90 days after it is signed if the merger has not closed by then, unless both parties mutually agree in writing to extend that deadline.

What the filing reported

1.01 Entry into a Material Agreement

9.01 Financial Statements & Exhibits