• Old Glory and Digital Asset Acquisition Corp. have terminated their planned merger without a termination fee
• The proposed Nasdaq-listed company would have focused on integrating cryptocurrency into banking services
• Old Glory's CEO reportedly told customers the Federal Reserve would not approve the transaction
• The bank continues operating under an FDIC consent order related to insufficient capital
• Regulatory filings identify ongoing losses, a going concern warning and material weaknesses in internal controls
• Old Glory has acknowledged it may need to pursue a sale or orderly wind-down if alternative capital cannot be secured



Old Glory Holding Company and special-purpose acquisition company Digital Asset Acquisition Corp. have terminated their planned merger, abandoning a deal that was intended to provide the cryptocurrency-focused lender with fresh capital and a public listing while addressing mounting regulatory and capital pressures.

The companies disclosed the decision in a securities filing, confirming that both parties had agreed to end the transaction without either side paying a termination fee.

The merger, announced in January, would have created OGB Financial Company, a Texas-based entity listed on the Nasdaq and focused on integrating digital assets into traditional banking services.

Although neither company publicly explained the reason for terminating the agreement, Old Glory Chief Executive Officer and co-founder Mike Ring reportedly told customers in an email that the Federal Reserve would not approve the transaction. The central bank declined to comment.

Federal Reserve guidance allows applicants to withdraw proposals after being informed that staff intend to recommend denial, though regulators did not indicate whether that process occurred in this case.

The collapse of the deal represents a significant setback for Old Glory, which has promoted itself as a digital-first institution serving what it describes as the "Freedom Economy" through a pro-America online banking platform.

The Oklahoma-based lender was established in 2022 after acquiring and renaming First State Bank and has positioned itself as a bank for customers who believe they have been excluded from traditional financial institutions.

The bank's founders include former Housing and Urban Development Secretary Ben Carson and former White House Press Secretary Sean Spicer.

When the merger was announced earlier this year, Carson said a Nasdaq listing would provide the capital necessary to accelerate the bank's expansion.

Executives also outlined ambitious plans for the combined company to become the first chartered bank to fully integrate cryptocurrency into everyday banking services.

Financially, however, Old Glory has continued to face significant headwinds.

The lender reported a loss of $4.4 million during the first quarter after posting a $14.8 million loss for the whole of 2025.

Regulatory filings also reveal the bank has operated under a Federal Deposit Insurance Corporation consent order since May 2024 because it failed to maintain sufficient capital.

A prospectus filed by Digital Asset Acquisition Corp. highlighted further concerns, noting that auditors identified a going concern risk in both the bank's 2024 and 2025 financial statements.

Such a warning indicates substantial doubt about an organization's ability to continue operating over the following 12 months. The filing also disclosed that management had identified material weaknesses in internal controls.

Capital adequacy remains one of the institution's most pressing challenges.

Under the FDIC consent order, Old Glory is required to maintain a Tier 1 leverage ratio of at least 14%.

The prospectus stated that executives expected the merger to resolve those requirements while also expressing confidence they could negotiate a lower target with regulators, potentially in the range of 7% to 9%.

Instead, the bank's regulatory position appears to have become more difficult. As of June 29, its Tier 1 leverage ratio had fallen below 4%, significantly below the level required under the consent order.

The prospectus also reported a liquidity ratio of 89% as of March 31.

The merger had been expected to strengthen the bank's balance sheet through a combination of funds held in Digital Asset Acquisition Corp.'s trust account and additional private investment.

At the time the transaction was announced, the special-purpose acquisition company held approximately $176 million in trust, while Old Glory carried a pre-money valuation of $250 million.

The parties also intended to raise at least $50 million in additional capital before closing.

Without that funding, the bank acknowledged that it may need to pursue alternative options.

"If we do not consummate this Business Combination, then we will have to pursue an alternative outcome for the Bank," the prospectus stated. It added that potential alternatives could include selling the institution or conducting an orderly wind-down.

The filing warned that failure to pursue either option could result in additional regulatory action relating to unsafe or unsound banking practices.

The collapse of the merger leaves Old Glory confronting the same capital challenges it had hoped the transaction would solve, while raising fresh questions about its ability to execute its long-term strategy in the increasingly competitive digital asset banking market.