Digital Asset Acquisition Corp. (DAAQ) has pushed back the shareholder vote on its merger with Old Glory Bank's parent company to August 14, moving the date from July 31. The special purpose acquisition company gave no reason for the delay and said it would keep soliciting proxies. The original vote was set for two days after the July 29 redemption deadline, but the postponement did not automatically reopen redemptions — investors could only withdraw before that deadline or later with DAAQ's consent before closing.
Why the vote was delayed
DAAQ's filing announcing the postponement did not disclose how many shares were redeemed in July or how much cash remains in the trust. As of March 31, the trust held $178.58 million in securities and 17.25 million redeemable public shares. Without the redemption tally, it's unclear whether the merger still meets the required $50 million of closing aggregate cash from trust proceeds, PIPE investments, and other financing. The merger agreement allows the benefiting party to waive that condition, but no waiver has been announced.
No PIPE or other transaction financing had been secured as of the July 7 prospectus. A June filing said DAAQ intended to negotiate non-redemption agreements, but no signed deals were attached. The company also faces pending approvals: a Federal Reserve application and Nasdaq's nod for the combined company's initial listing remain closing conditions, and the July 31 filing did not report either as resolved.
Capital concerns at Old Glory Bank
Old Glory Bank's Tier 1 leverage ratio stood below the 4% threshold for adequate capitalization as of June 29, putting it in technical noncompliance with a merger covenant. The bank considered the breach nonmaterial. But a May 2024 consent order from the FDIC and the Oklahoma State Banking Department requires a 14% Tier 1 leverage ratio while the order is in effect, along with regulator-reviewed capital and business plans. Prompt corrective action rules already restrict the bank's growth, capital distributions, acquisitions, branches, and new business lines while it remains undercapitalized.
The holding company's consolidated financial disclosures paint a starker picture: capital is not expected to cover operating losses and minimum regulatory capital needs over the next 12 months. That creates substantial doubt about the company's ability to continue as a going concern. Management points to cash from the merger as a potential fix, but notes that closing depends on other parties and market conditions and is not assured.
What happens next
DAAQ will continue soliciting proxies through the new August 14 vote date. The company has not said whether it will disclose the July redemption numbers before then, nor has it announced any progress on the Federal Reserve application or Nasdaq listing. Without those approvals or a clear picture of trust cash, the merger's fate remains uncertain. Shareholders now have until mid-August to decide — or to wait for more clarity that may or may not come.
