The delay gives DAAQ more time to gather votes, but leaves unresolved how much cash remains after redemptions and whether Old Glory Bank can meet capital and closing requirements.
Digital Asset Acquisition Corp. has postponed the shareholder vote on its proposed merger with Old Glory Holding Company, the parent of regulated bank Old Glory Bank, to 10 a.m. Eastern Time on Aug. 14 from July 31 while continuing to solicit proxies. The delay did not automatically reopen redemptions for DAAQ Class A shareholders, whose deadline was July 29, and the company has not disclosed whether it allowed any withdrawals after that date. The postponement adds scrutiny to the deal’s financing and regulatory hurdles. The merger agreement requires at least $50 million of closing aggregate cash from trust funds left after redemptions, PIPE proceeds actually received, and other transaction financing, though the condition may be waived in signed writing where lawful. DAAQ reported $178.58 million of trust securities and 17.25 million redeemable public shares as of March 31, but has not disclosed the July redemption tally or remaining trust cash. A July 7 prospectus said no PIPE or other transaction financing had been entered into or obtained, and a June filing said DAAQ intended to negotiate non-redemption agreements without identifying executed commitments. Old Glory Bank also entered the vote window under capital pressure. The final prospectus said its Tier 1 leverage ratio was still below the ordinary 4% adequately capitalized threshold as of June 29, putting it in technical noncompliance with a merger-agreement covenant, which Old Glory considered nonmaterial. A May 2024 consent order from the Federal Deposit Insurance Corp. and Oklahoma State Banking Department requires a 14% Tier 1 leverage ratio while the order remains in effect, along with regulator-reviewed capital and business plans and prior consent for dividends and bonuses. The holding company’s consolidated disclosures also said its capital is not expected to cover operating losses and minimum regulatory capital needs over the next 12 months, raising substantial doubt about its ability to continue as a going concern, though management said merger cash could mitigate that risk if the transaction closes. Regulatory approvals also remain in focus. As of the final prospectus, a Federal Reserve application was still pending and Nasdaq approval for the combined company’s initial listing remained a closing condition.