Old Glory Holding Company, based in Elmore City, Oklahoma, and Digital Asset Acquisition Corp., a special-purpose acquisition company, have concluded their plans to merge, as detailed in a recent securities filing. The merger, initially announced in January, aimed to create OGB Financial Company, a Texas corporation set to operate on the Nasdaq, and was anticipated to finalize in the first or second quarter of this year. No termination fee was paid by either party.
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According to an Old Glory spokesperson, the Federal Reserve did not approve the transaction. The spokesperson indicated that CEO and co-founder Mike Ring plans to pursue legal action against the Fed at an appropriate time, clarifying that the lawsuit would be funded personally rather than by the company. The spokesperson also noted that the response from the bank's 6,600 stockholders and 90,000 account holders has been largely positive and that Old Glory will remain a private entity for the time being. The Federal Reserve declined to comment on the situation.
A letter from the Federal Reserve's supervision and regulation department mentions that applicants may withdraw their proposals if recommended by staff for denial. Old Glory Bank, which has assets amounting to $279.4 million, aims to serve the so-called "Freedom Economy" through its online banking platform that promotes pro-American values. Co-founders include Dr. Ben Carson, a former Secretary of Housing and Urban Development, and Sean Spicer, who previously served as press secretary under the Trump administration.
Established in 2022, Old Glory was formed after acquiring First State Bank to cater to individuals who have been debanked, as Ring stated during a Senate Banking Committee hearing last year. When the merger was announced, Carson expressed that the Nasdaq listing would bolster the bank's capital for growth. The executives had envisioned that Old Glory would become the first chartered bank to fully integrate cryptocurrency into everyday banking.
At the time of the planned merger, Digital Asset Acquisition Corp. reported having approximately $176 million in its trust account, with Old Glory's pre-money valuation set at $250 million. They also aimed to secure an additional investment of at least $50 million by the closing date.
Old Glory reported a loss of $4.4 million in the first quarter of 2024, following a larger loss of $14.8 million in 2025. A prospectus released in July revealed that Old Glory has been under a Federal Deposit Insurance Corporation (FDIC) consent order since May 2024 due to insufficient capital. Additionally, the company's auditor identified a "going concern risk," suggesting potential financial difficulties over the coming year, with management acknowledging material weaknesses in internal controls.
Old Glory has struggled to maintain a tier 1 leverage ratio of at least 14% required by the consent order; however, the merger was expected to address these concerns. Executives believed they could negotiate a more manageable ratio of 7-9%. The prospectus warned that failing to complete the merger could force the bank to pursue alternatives like a sale or wind-down due to persistent failure to meet leverage ratios, which could invoke regulatory action against "unsafe or unsound" practices. As of June 29, the bank's tier 1 leverage ratio was reported at less than 4%, with a liquidity ratio of 89% as of March 31. An Old Glory spokesperson mentioned they are currently seeking to raise capital to improve their leverage ratio and replace what the SPAC transaction would have contributed.