v3.26.1
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2025
COMMITMENTS AND CONTINGENCIES

NOTE 7. COMMITMENTS AND CONTINGENCIES

 

Registration and Shareholder Rights Agreement

 

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) DAAQ Private Placement Warrants and the Class A ordinary shares underlying such DAAQ Private Placement Warrants and (iii) DAAQ Private Placement Warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. Pursuant to the registration rights agreement and assuming $1,500,000 of working capital loans are converted into warrants, the Company will be obligated to register up to 12,700,000 Class A ordinary shares and 6,950,000 warrants. The number of Class A ordinary shares includes (i) 5,750,000 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 5,450,000 Class A ordinary shares underlying the DAAQ Private Placement Warrants and (iii) 1,500,000 Class A ordinary shares underlying the warrants that may be issued upon conversion of working capital loans. The number of warrants includes up to 5,450,000 DAAQ Private Placement Warrants and 1,500,000 warrants that may be issued upon the conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

Pursuant to the underwriting agreement, the Sponsor and the executive officers and directors have agreed that, for a period of 180 days from the date of the Initial Public Offering, they will not, without the prior written consent of the Representative, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, Founder Shares or warrants, subject to certain exceptions. The Representative in its discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. The Sponsor, officers and directors are also subject to separate transfer restrictions on their Founder Shares and DAAQ Private Placement Warrants pursuant to the letter agreement described herein.

 

 

DIGITAL ASSET ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

 

The Company granted the Underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting commissions. On April 30, 2025, simultaneously with the closing of the Initial Public Offering, the Underwriters elected to fully exercise the over-allotment option to purchase the additional 2,250,000 Units at a price of $10.00 per Unit.

 

The Underwriters were entitled to (1) an underwriting discount of $0.20 per Unit, or $3,450,000 in the aggregate, of which (i) $0.10 per Unit was paid to the Underwriters in cash at the closing of the Initial Public Offering and (ii) $0.10 per Unit was used by the Underwriters to purchase DAAQ Private Placement Warrants, and (2) a deferred fee of $0.40 per Unit, or $6,900,000. The deferred fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, and will be based on the amount of funds remaining in the Trust Account after shareholder redemptions of DAAQ Public Shares in connection with the consummation of a Business Combination.

 

Old Glory Holding Co [Member]  
COMMITMENTS AND CONTINGENCIES

 

(19)COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

In the normal course of business, the Company is involved in legal matters on a day-to-day basis. As of December 31, 2025, the Company had no significant litigation outstanding in which it was a defendant.

 

Data Processing Contracts

 

The Company has entered into several agreements for various data processing functions with varying payment requirements and expiration dates. The 2 most significant of these contracts require combined annual commitments (billed monthly) of approximately $6.0 million, subject to future changes in the size of the Company, and expire in 2030.

 

Operating Leases

 

The Company has the following operating leases as of December 31, 2025:

 

 SCHEDULE OF OPERATING LEASES

         Monthly   Related 

Future

Lease

 
Description  Address  Expiration  Lease   Party  Commitments 
                  
Office Building  Roswell, GA  Apr 30, 2026  $       2   N  $        10 
                    
Office Building  Oklahoma City, OK  Dec 31, 2026  $2   Y   24 
                    
         $4      $34 

 

Rent expense for the years ended December 31, 2025 and 2024, including common area maintenance and rent payments on short-term leases, was $68 and $68, respectively.

 

 

OLD GLORY HOLDING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share data)

 

December 31, 2025 and 2024