Old Glory Bank will remain privately held after abandoning a transaction that valued its holding company at $250 million and would have taken the combined company public on Nasdaq, with President and CEO Mike Ring saying the Federal Reserve would not approve the deal.
The Oklahoma-based, digital-first bank disclosed the decision Thursday in a customer email reviewed by The Dallas Express. Digital Asset Acquisition Corp., the Nasdaq-listed special purpose acquisition company partnered with Old Glory, separately confirmed in an August 13 filing that the companies had mutually terminated their agreement.
“The SEC approved our transaction (as many of you saw in our filings), but the Federal Reserve would not,” Ring wrote.
The filing did not describe a formal Federal Reserve denial or explain why the parties ended the transaction. Their signed termination agreement included mutual releases, a covenant not to sue and a non-disparagement clause. It also said neither party owed a termination fee.
Deal ends before shareholder vote
Old Glory Holding Company and DAAQ announced the proposed business combination on January 13. DAAQ planned to domesticate as a Texas corporation named OGB Financial Company, merge with Old Glory’s holding company and list the combined business on Nasdaq under the ticker OGB.
The proposal assigned Old Glory a $250 million pre-money valuation. DAAQ held $176 million in its trust account, and the parties said they intended to arrange at least $50 million in additional financing.
A final prospectus said the parties submitted an FR Y-3 application on February 5 asking the Federal Reserve to approve OGB Financial Company as a bank holding company. The application remained pending as of July 7.
DAAQ first scheduled its shareholder vote for July 31, then moved it to August 14. The August 13 filing indefinitely postponed the meeting because the deal no longer existed.
“We will remain privately held, owned by Main Street as we always have been,” Ring wrote.
He added, “We may again seek to go public, but not likely for several years.”
SEC effectiveness was not deal approval
Ring characterized the SEC action as approval, but SEC records show a narrower procedural step. The agency declared the Form S-4 registration statement effective July 6, allowing DAAQ to distribute its final proxy statement and prospectus and seek shareholder approval.
The final prospectus expressly said the SEC had neither approved nor disapproved the transaction and had not passed on its merits or fairness.
Public filings disclosed capital pressure
Old Glory expected the planned transaction to supply capital for its growth. The final prospectus disclosed that Old Glory Holding Company and its subsidiaries recorded a $14.8 million net loss in 2025 and a $4.5 million net loss in the first quarter of 2026. The company reported an accumulated deficit of $51.8 million as of March 31.
The filing said the current capital of Old Glory Holding Company and its subsidiaries was not expected to support operating losses and minimum regulatory capital requirements over the next 12 months, raising substantial doubt about the company’s ability to continue as a going concern.
It also said the bank had a liquidity ratio of about 91% as of December 2025 and that management believed it could satisfy likely customer withdrawals. The company said it still needed additional capital to fund continued growth and operating losses.
Ring’s customer email did not identify a replacement source of capital or address those disclosures.
Ring renews attack on central bank
“For 3 years, I’ve openly preached that the Federal Reserve is the ‘kingpin’ of the Big Bank Cartel, working against Main Street to consolidate their control over banks, our economy, and American freedoms,” Ring wrote.
Old Glory markets itself as a full-service, FDIC-insured bank created to counter political debanking. Its roots trace to the First State Bank of Elmore City, founded in 1903 and renamed Old Glory Bank in 2022.
Its co-founders include country music artist John Rich, former Housing and Urban Development Secretary Ben Carson, radio host Larry Elder and former Oklahoma Gov. Mary Fallin-Christensen. The bank’s mission aligns with a broader national fight over political debanking, which President Donald Trump moved to address in 2025, as previously reported by The Dallas Express.
Provided by Dallas Express
