Digital Asset Acquisition Corp-A美股招股说明书(2026-07-07版)

DIGITAL ASSET ACQUISITION CORP.(A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR UP TO 62,075,000 SHARES OF COMMON STOCK AND15,128,035WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF DIGITAL ASSET ACQUISITION CORP. (TO BE RENAMED “OGB FINANCIAL COMPANY” FOLLOWING DOMESTICATION INTHE STATE OF TEXAS AND IN CONNECTION WITH THE BUSINESS COMBINATIONDESCRIBED HEREIN) The board of directors of Digital Asset Acquisition Corp., a Cayman Islands exempted company (referred to herein prior to the Domestication (as defined below) as“DAAQ,” and subsequent to the Domestication as “OGB Pubco” or “Pubco”), has unanimously approved and determined to be in the best interests of DAAQ and itsshareholders the business combination among DAAQ and Old Glory Holding Company, a Delaware corporation registered as a Bank Holding Company under the BankHolding Company Act of 1956 (“Old Glory”) pursuant to the terms and conditions included in the Business Combination Agreement, dated January 13, 2026, betweenDAAQ and Old Glory (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business CombinationAgreement”), pursuant to which, among other things, (1) DAAQ will domesticate (the “Domestication”) as a Texas corporation in accordance with the Texas BusinessOrganizations Code (the “TBOC”), the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and the amended and restated memorandum andarticles of association of DAAQ (as may be amended from time to time, the “Cayman Constitutional Documents”); (2) following the Domestication, Old Glory willmerge with and into OGB Pubco, upon which the separate corporate existence of Old Glory will cease and OGB Pubco will be the surviving corporation (the“Merger”); and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto will be consummated (suchtransactions, together with the Merger and the Domestication, the “Business Combination”). Upon the closing of the Business Combination (the “Closing”), Pubcowill be renamed “OGB Financial Company.” In connection with the Business Combination, DAAQ will redeem the DAAQ Public Shares properly tendered for redemption pursuant to the Cayman ConstitutionalDocuments (the “Redemption”). Immediately prior to the Domestication, each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share,of DAAQ (each a “DAAQ Class B Share”) will convert automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of DAAQ(each a “DAAQ Class A Share” and together with the DAAQ Class B Shares, the “DAAQ Ordinary Shares”) (the “Sponsor Share Conversion”). In connection with the Domestication and at least one day prior to the Closing, (i) each then issued and outstanding DAAQ Class A Share (that was not redeemedpursuant to the Redemption) will convert automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of OGB Pubco (“OGBPubco Common Stock”); (ii) each of the then issued and outstanding warrants representing the right to purchase one DAAQ Class A Share (each a “DAAQ Warrant”)shall automatically become a warrant to acquire one share of OGB Pubco Common Stock (each a “OGB Pubco Warrant”); and (iii) each of the then issued andoutstanding units of DAAQ (“DAAQ Units”) will automatically separate into its component parts of one share of OGB Pubco Common Stock and one-half of oneOGB Pubco Warrant. Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, immediately prior to the effective time of the Merger (the“Effective Time”): i.each outstanding share of Class A common stock, par value $0.0001 per share, of Old Glory (each, an “Old Glory Class A Share”) will be canceled andexchanged for a number of shares of OGB Pubco Common Stock equal to (A) the sum of (x) the Class A Liquidation Value (as defined in the Certificateof Incorporation of Old Glory to which such Old Glory Class A Share is entitled pursuant to the Certificate of Incorporation of Old Glory, plus (y) theproduct of (i) the number of shares of Class B common stock, par value $0.0001 per share, of Old Glory (each, an “Old Glory Class B Share” and,together with the Old Glory Class A Shares, “Old Glory Common Stock”) into which such Old Glory Class A Share is convertible pursuant to theCertificate of Incorporation of Old Glory, multiplied by (ii) the Per Share Participating Equity Value (as defined below), divided by (B) $10.00;ii.each Old Glory Class B Share will be canceled and exchanged for a number of shares of OGB Pubco Common Stock equal to (A) (x) $250.0 million,adjusted for indebtedness and unrestricted cash as of the Closing, less the aggregate Class A Liquidation Value of all Old Glory Class A Shares, divided by(y) the aggregate number of shares of Old Glory Common Stock issued and outstanding on an as-converted, fully-diluted b