UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,
2025
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________
to ______________
Commission File Numbe r :
001-42612
DIGITAL ASSET ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands N/A
(State or other jurisdiction of
incorporation or organization) (IRS Employer
Identification No.)
174 Nassau Street , Suite 2100 ,
Princeton , New Jersey 08542
Telephone: (609) 924-0759
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
N/A
(Former name, former address and former fiscal
year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant DAAQU The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share DAAQ The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share DAAQW The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405
of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒
No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of June 12, 2025, there were 17,250,000
Class A ordinary shares, par value $0.0001 per share, issued and outstanding, and 5,750,000 shares of the registrant’s Class B
ordinary share, par value $0.0001 per share, issued and outstanding.
Page
PART 1 - FINANCIAL INFORMATION
Item 1.
CONDENSED FINANCIAL STATEMENTS
Condensed Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024
1
Unaudited Condensed Statement of Operations for the three months ended March 31, 2025
2
Unaudited
Condensed Statement of Changes in Shareholder’s Deficit for the three months ended March 31, 2025
3
Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2025
4
Notes to Unaudited Condensed Financial Statements
5
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
19
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
22
Item 4.
CONTROLS AND PROCEDURES
22
PART II - OTHER INFORMATION
Item 1.
LEGAL PROCEEDINGS
23
Item 1A.
RISK FACTORS
23
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
23
Item 3.
DEFAULTS UPON SENIOR SECURITIES
23
Item 4.
MINE SAFETY DISCLOSURES
23
Item 5.
OTHER INFORMATION
23
Item 6.
EXHIBITS
24
SIGNATURES
25
i
DIGITAL ASSET ACQUISITION CORP.
CONDENSED BALANCE SHEETS
March 31,
2025
December 31,
2024
(unaudited)
ASSETS
Deferred offering costs
$ 201,170
$ 25,000
TOTAL ASSETS
$ 201,170
$ 25,000
LIABILITIES AND SHAREHOLDER’S
EQUITY (DEFICIT):
Current liabilities:
Accrued expenses
$ 34,407
$ 4,791
Accrued offering costs
88,322
—
Due to related party
321
321
Promissory note - related party
112,848
—
Total Liabilities
235,898
5,112
Commitments and Contingencies (Note 7)
Shareholder’s Equity (Deficit):
Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding at March 31, 2025 and December 31, 2024
—
—
Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; none issued or outstanding at March 31, 2025 and December 31, 2024
—
—
Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 5,750,000 shares issued and outstanding at March 31, 2025 and December 31, 2024 (1)
575
575
Additional paid-in capital
24,425
24,425
Accumulated deficit
( 59,728 )
( 5,112 )
Total
Shareholder’s Equity (Deficit)
( 34,728 )
19,888
LIABILITIES AND
SHAREHOLDER’S EQUITY (DEFICIT)
$ 201,170
$ 25,000
(1) Includes up to 750,000 Class B ordinary shares that were subject to
forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 6). On April 30, 2025, the underwriter’s
over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 750,000 Class B Ordinary Shares were
no longer subject to forfeiture.
The accompanying notes
are an integral part of these unaudited condensed financial statements.
1
DIGITAL ASSET ACQUISITION CORP.
CONDENSED STATEMENT OF
OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(UNAUDITED)
General and administrative expenses
$ 54,616
Net loss
$ ( 54,616 )
Weighted average shares outstanding, basic and diluted (1)
5,000,000
Basic and diluted net loss per ordinary share
$ ( 0.01 )
(1) Excludes up to 750,000 Class B ordinary shares that were subject to
forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 6). On April 30, 2025, the underwriter’s
over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 750,000 Class B Ordinary Shares were
no longer subject to forfeiture.
The accompanying notes
are an integral part of these unaudited condensed financial statements.
2
DIGITAL ASSET ACQUISITION CORP.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S
EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(UNAUDITED)
Class B Ordinary Shares (1)
Additional Paid-in
Accumulated
Total
Shareholder’s
Shares
Amount
Capital
Deficit
Equity (Deficit)
Balance at January 1, 2025
5,750,000
$ 575
$ 24,425
$ ( 5,112 )
$ 19,888
Net loss
—
—
—
( 54,616 )
( 54,616 )
Balance at March 31, 2025
5,750,000
$ 575
$ 24,425
$ ( 59,728 )
$ ( 34,728 )
(1) Includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 6). On April 30, 2025, the underwriter’s over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 750,000 Class B Ordinary Shares were no longer subject to forfeiture.
The accompanying notes
are an integral part of these unaudited condensed financial statements.
3
DIGITAL ASSET ACQUISITION CORP.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(UNAUDITED)
Cash Flows from Operating Activities:
Net loss
$ ( 54,616 )
Adjustments to reconcile net loss to net cash used in operating activities:
Operating expenses paid via promissory note - related party
25,000
Changes in operating assets and liabilities:
Accrued expenses
29,616
Net cash used in operating activities
—
Net Change in Cash
—
Cash - Beginning of period
—
Cash - End of period
$ —
Non-Cash Investing and Financing Activities:
Deferred offering costs included in accrued offering costs
$ 88,322
Deferred offering costs paid via promissory note - related party
$ 87,848
Operating expenses paid via promissory note - related party
$ 25,000
The accompanying notes
are an integral part of these unaudited condensed financial statements.
4
DIGITAL ASSET ACQUISITION
CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS
OPERATIONS AND LIQUIDITY
Digital Asset Acquisition Corp. (the “Company”)
is a blank check company incorporated in the Cayman Islands on December 9, 2024. The Company was formed for the purpose of entering into
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating
a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks
associated with early stage and emerging growth companies.
As of March 31, 2025, the Company had not
commenced any operations. All activity for the period from December 9, 2024 (inception) through March 31, 2025 relates to the Company’s
formation and initial public offering (“Initial Public Offering”). The Company will not generate any operating revenues until
after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest
income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and sale of Private Placement Warrants
(defined below). The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s
Initial Public Offering was declared effective on April 28, 2025. On April 30, 2025, the Company consummated the Initial Public Offering
of 17,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public
Shares”), including 2,250,000 Units issued pursuant to the exercise of the Underwriters’ (as defined below) over-allotment
option in full, generating gross proceeds of $ 172,500,000 (see Note 3). Refer to the Company’s April 30, 2025 audited balance sheet
reflecting the proceeds of the Initial Public Offering filed with the U.S. Securities and Exchange Commission (“SEC”) on Form
8-K on May 6, 2025.
Simultaneously with the closing of the Initial Public
Offering, the Company consummated the sale of 5,450,000 warrants at a price of $ 1.00 per warrant (the “Private Placement Warrants”)
generating gross proceeds of $ 5,450,000 . Of the 5,450,000 Private Placement Warrants, the Underwriters purchased an aggregate of 1,725,000
Private Placement Warrants and DAAQ Sponsor LLC, the Company’s sponsor (the “Sponsor”), purchased 3,725,000 Private
Placement Warrants (see Note 4).
Following the closing of the Initial Public Offering
on April 30, 2025, an amount of $ 172,500,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale
of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested only in U.S. government
treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the
Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury
obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust
Account, as described below.
Transaction costs related to the issuances described
above amounted to $ 10,931,212 , consisting of $ 1,725,000 of cash underwriting fees, $ 1,725,000 of underwriting fees paid via the issuance
of Private Placement Warrants, $ 6,900,000 of deferred underwriting fees and $ 581,212 of other offering costs. In addition, at April 30,
2025, $ 1,602,224 of cash was held by the Sponsor outside of the Trust Account and is available for working capital purposes.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination
with one or more target businesses that together have an aggregate fair market value of at least 80 % of the Trust Account (excluding the
amount of deferred underwriting discounts held in the Trust Account and taxes payable on the income earned on the Trust Account) at the
time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction
company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Upon the closing
of the Initial Public Offering, management has agreed that an amount equal to at least $ 10.00 per Unit sold in the Initial Public Offering,
including the proceeds from the sale of the Private Placement Warrants, will be held in the Trust Account.
5
DIGITAL ASSET ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
The Company will provide its holders of the outstanding
Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the
completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or
(ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct
a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public
Shares for a pro rata portion of the amount then held in the Trust Account, plus any interest income earned thereon (initially anticipated
to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to
the Company to pay its tax obligations). There will be no redemption rights upon completion of a Business Combination with respect to
the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary
equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”).
The Company will proceed with a Business Combination
only if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and
the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated
memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions
pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination.
If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business
or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not
pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has
agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in
favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective
of whether they vote for or against the proposed transaction or do not vote at all.
Notwithstanding the above, if the Company seeks
shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Amended
and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined
under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming
its shares with respect to more than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed to waive redemption rights
with respect to any Founder Shares held and any Public Shares they may have acquired during or after the Initial Public Offering in connection
with the completion of a Business Combination, except that Public Shares held by the initial shareholders will be subject to mandatory
redemption upon any diminution of the Trust Account in connection with an extension, and such shares will be entitled to redemption at
a price equal to the per share redemption value then held in the Trust Account in connection therewith.
6
DIGITAL ASSET ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
The Company will have until October 30, 2026
(or January 30, 2027), 18 months from the closing of the Initial Public Offering (or 21 months from the closing of the Initial Public
Offering if the Company has executed a definitive agreement for an initial Business Combination within 18 months of the Initial Public
Offering) to complete a Business Combination (the “Combination Period”). However, if the Company anticipates that it may not
be able to consummate a Business Combination within 18 months (or 21 months from the closing of the Initial Public Offering if the Company
has executed a definitive agreement for an initial Business Combination within 18 months of the Initial Public Offering) from the closing
of the Initial Public Offering, the Company may, but is not obligated to, by resolution of the board if requested by the initial shareholders,
extend the period of time to consummate a Business Combination by seeking shareholder approval to amend the Amended and Restated Memorandum
and Articles of Association to extend the date by which the Company must consummate the initial Business Combination. If the Company seeks
shareholder approval for an extension, holders of Public Shares will be offered an opportunity to redeem their shares, regardless of whether
they abstain, vote for, or against, the Company’s initial Business Combination, at a per share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned thereon (which interest shall be net of amounts not
previously released to the Company pursuant to permitted withdrawals), divided by the number of then issued and outstanding Public Shares,
subject to applicable law. For the avoidance of doubt, the time to complete a Business Combination shall not be extended beyond 18 months
(or 21 months from the closing of the Initial Public Offering if the Company has executed a definitive agreement for an initial Business
Combination within 18 months of the Initial Public Offering) without a shareholder vote. Cohen & Company Capital Markets (the “Representative”),
a division of J.V.B. Financial Group, LLC, and Clear Street LLC (collectively, the “Underwriters”) have agreed to waive their
rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination
within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will
be available to fund the redemption of the Public Shares.
In order to protect the amounts held in the Trust
Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered
or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent,
confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below
the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the
liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the Trust Account assets, in
each case less taxes payable and up to $ 100,000 of interest to pay liquidation expenses, provided that such liability will not apply to
any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust
Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the Underwriters of the Initial
Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”).
Liquidity and Capital Resources
As of March 31, 2025, the Company had $ 0
in cash, and a working capital deficit of $ 235,898 . Prior to the completion of the Initial Public Offering, the Company lacked the liquidity
it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial
statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust
Account and/or used to fund offering expenses will be available to the Company for general working capital purposes.
The Company will have until the end of the Combination
Period to consummate a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, there
will be a mandatory liquidation and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets
or liabilities should the Company be required to liquidate after October 30, 2026 (or January 30, 2027). The Company intends
to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company
will be able to consummate any Business Combination by October 30, 2026 (or January 30, 2027). The Company determined that the
above conditions and/or events indicate that the Company would be able to continue as a going concern for the following twelve months
from the issuance of the unaudited condensed financial statements.
7
DIGITAL ASSET ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The condensed balance sheet as of December 31, 2024
was derived from audited financial statements and the accompanying unaudited condensed financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and
in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures
normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations
of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete
presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed
financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of
the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial
statements should be read in conjunction with the Company's prospectus for its Initial Public Offering as filed with the SEC on April
30, 2025, as well as the Company's Current Report on Form 8-K, as filed with the SEC on May 6, 2025. The interim results for the three
months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for
any future periods.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements applicable to other public
companies that are not required for emerging growth companies including, but not limited to, exemption from the independent registered
public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s unaudited condensed financial statements with other public companies difficult or impossible where the other public
company is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period,
because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial
statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the reported amounts of expenses during the reporting period. Making estimates requires management
to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set
of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash or cash equivalents. The Company did not have any cash equivalents
as of March 31, 2025 and December 31, 2024.
Deferred Offering Costs
The Company complies with the requirements of
ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering . Deferred offering costs consist of legal, accounting,
underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering
costs are charged to temporary equity or permanent equity based upon the relative fair value of the proceeds received from the Units sold
upon the completion of the Initial Public Offering. As of March 31, 2025 and December 31, 2024, the Company had deferred offering
costs of $ 201,170 and $ 25,000 , respectively. Upon completion of the Initial Public Offering, offering costs were allocated to the separable
financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.
Offering costs allocated to Class A ordinary shares were initially charged to temporary equity and then accreted to Class A ordinary shares
subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounted to $ 10,931,212 , of which $ 10,881,785
was charged to temporary equity upon the completion of the Initial Public Offering and $ 49,427 was charged to shareholder’s deficit
as a reduction to permanent equity.
8
DIGITAL ASSET ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
Income Taxes
The Company accounts for income taxes under ASC
Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both
the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future
tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 clarifies the accounting for uncertainty
in income taxes recognized in an entity’s unaudited condensed financial statements and prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those
benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740
also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition
in the Company’s unaudited condensed financial statements.
The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest
and penalties as of March 31, 2025. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are
not reflected in the Company’s unaudited condensed financial statements.
Ordinary Shares Subject to Possible Redemption
All of the Class A ordinary shares issued contain
a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there
is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s
Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares
(including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation
events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions
of ASC 480. The Company did not specify a maximum redemption threshold. However, any threshold in its Amended and Restated Memorandum
and Articles of Association would not change the nature of the underlying shares as redeemable and thus Public Shares would be required
to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts
the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected
in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.
9
DIGITAL ASSET ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
Net Loss Per Ordinary Share
Net loss per ordinary share is computed by dividing
net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares were reduced for the
effect of an aggregate of 750,000 ordinary shares that are subject to forfeiture if the over-allotment option was not exercised by the
Underwriter (see Note 7). At March 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially,
be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share
is the same as basic loss per ordinary share for the period presented.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities,
which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement , approximates the carrying amounts represented
in the accompanying balance sheets, primarily due to their short-term nature.
Warrants
The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are
freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants
meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s
own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment,
is conducted at the time of warrant issuance and as of each subsequent period end date while the warrants are outstanding.
For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required
to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in
the estimated fair value of the warrants are recognized as a non-cash gain or loss in the statement of operations.
The warrants are not precluded from equity classification,
and will be accounted for as such on the date of issuance.
Share-Based Compensation
The Company records share-based compensation in
accordance with ASC Topic 718, Compensation-Share Compensation (“ASC 718”). ASC 718 defines a fair value-based method
of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their
fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments
are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered
have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized
on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting
does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based
compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statement of
operations.
Recent Accounting Standards
In November 2023, the FASB issued Accounting Standards
Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”).
The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided
to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported
measure of segment profit or loss.
10
DIGITAL ASSET ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
The ASU requires that a public entity disclose
the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing
segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently
required by ASC Topic 280, Segment Reporting (“ASC 280”) in interim periods, and entities with a single reportable
segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in ASC 280.
The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December
15, 2024, with early adoption permitted. The Company adopted this ASU for the annual period ended December 31, 2024 and the interim period
for the three months ended March 31, 2025. Adoption of the new standard did not have a material impact on the Company’s unaudited
condensed financial statements.
No other recently issued accounting pronouncements are expected to
have a material impact to the Company.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company
sold 17,250,000 Units, including 2,250,000 Units issued pursuant to the exercise of the Underwriters’ over-allotment option in full,
generating gross proceeds of $ 172,500,000 . Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant (“Public
Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per
whole share, subject to adjustment (see Note 8).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 5,450,000 Private Placement Warrants at a price of $ 1.00 per warrant generating gross
proceeds of $ 5,450,000 . Of the 5,450,000 Private Placement Warrants, the Underwriters purchased an aggregate of 1,725,000 Private Placement
Warrants and the Sponsor purchased 3,725,000 Private Placement Warrants. The proceeds from the sale of the Private Placement Warrants
were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business
Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will
be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants
will expire worthless.
NOTE 5. SEGMENT INFORMATION
ASC Topic 280, Segment Reporting, establishes
standards for companies to report, in their financial statements, information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which
it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by
the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as
the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources
and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.
11
DIGITAL ASSET ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
The CODM assesses performance for the single segment
and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or
loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance
and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total
assets, which include the following:
March 31,
2025
December 31,
2024
Deferred offering costs
$ 201,170
$ 25,000
Total Assets
$ 201,170
$ 25,000
For the three
months ended
March 31,
2025
General and administrative expenses
$ 54,616
Net Loss
$ 54,616
The CODM reviews general and administrative expenses
to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the
Combination period. The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to
ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the statement of operations,
are the significant segment information provided to the CODM on a regular basis.
The CODM reviews the position of total assets
available with the Company to assess if it has sufficient resources available to discharge its liabilities. The CODM is provided with
details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs
incurred to assess if these are in line with the planned use of proceeds to be raised from the public offering.
NOTE 6. RELATED PARTY TRANSACTIONS
Founder Shares
On December 11, 2024, the Sponsor was issued 5,750,000
Class B ordinary shares (the “Founder Shares”) for an aggregate price of $ 25,000 paid to cover certain expenses on behalf
of the Company. The Founder Shares included an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the Sponsor
to the extent that the Underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own,
on an as-converted basis, 25 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor
does not purchase any Public Shares in the Initial Public Offering). On April 30, 2025, the Underwriters exercised their over-allotment
option in full as part of the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture.
In January 2025, the Sponsor transferred 25,000
Founder Shares to three director nominees (for an aggregate of 75,000 Class B ordinary shares) and 10,000 Founder Shares to four Company
advisors (for an aggregate of 40,000 Class B ordinary shares) at the same per-share price that the Sponsor had purchased such shares,
or approximately $ 0.004 per share. The Founder Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently
with or immediately following the consummation of the initial Business Combination, or at any time prior thereto at the option of the
holder thereof, on a one-for-one basis.
The transfer of the Founder Shares to the Company’s
advisors and director nominees is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards
is measured at fair value upon the grant date. The Company determined the conversion of such Class B ordinary shares into Class A ordinary
shares upon consummation of the initial Business Combination represents a performance obligation. Compensation expense related to the
Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature.
The condition of the consummation of an initial Business Combination is considered not to be probable and, as such, the Company has not
recognized the expense related to the issuance of these shares.
12
DIGITAL ASSET ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
The Founder Shares are designated as Class B ordinary
shares and, except as described below, are identical to the Class A ordinary shares included in the Units sold in the Initial Public Offering,
and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject
to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights, (iii)
the Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have
agreed to (A) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of
the Company’s initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares and Public Shares
in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association
(1) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial
Business Combination or to redeem 100 % of the Company’s Public Shares if the Company has not consummated an initial Business Combination
within the Combination Period, (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial
Business Combination activity, (3) waive their rights to liquidating distributions from the Trust Account with respect to their Founder
Shares if the Company fails to complete the Company’s initial Business Combination within the Combination Period, although they
will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails
to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account
and (4) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in
open market and privately negotiated transactions) in favor of the initial Business Combination (including any proposals recommended by
the Company’s board of directors in connection with such Business Combination) (except with respect to any Public Shares which may
not be voted in favor of approving the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange
Act and any SEC interpretations or guidance relating thereto), (iv) the Founder Shares are automatically convertible into Class A ordinary
shares immediately prior to, concurrently with or immediately following the consummation of the Company’s initial Business Combination
or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the
Amended and Restated Memorandum and Articles of Association, and (v) prior to the closing of the Company’s initial Business Combination,
only holders of Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing in a jurisdiction
outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional
documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).
The Founder Shares will automatically convert
into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the initial Business
Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions,
share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case
that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold
in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which
Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class
B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary
shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25 % of the sum of (i) the total number of
all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued
pursuant to the Underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Warrants
issued to the Sponsor and the Underwriters), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued
in connection with the Company’s initial Business Combination (excluding any shares or equity-linked securities issued, or to be
issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Company’s
Sponsor or any of its affiliates or to the Company’s officers and directors upon conversion of working capital loans) minus (iii)
any redemptions of Class A ordinary shares by Public Shareholders in connection with an initial Business Combination; provided that such
conversion of Founder Shares will never occur on a less than one-for-one basis.
13
DIGITAL ASSET ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
With certain limited exceptions, the Founder Shares
are not transferable, assignable or saleable (except to the Company’s officers and directors and other persons or entities affiliated
with the Company’s Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after
the completion of the Company’s initial Business Combination or earlier if, subsequent to the Company’s initial Business Combination,
the last sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days
after the Company’s initial Business Combination, and (B) the date following the completion of the Company’s initial Business
Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the
Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Promissory Note - Related Party
On December 11, 2024, the Sponsor agreed to loan the
Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory
Note”). This loan is non-interest bearing and payable on the earlier of December 31, 2025 or the date on which the Company consummates
the Initial Public Offering of its securities. On March 31, 2025 and December 31, 2024, the Company had $ 112,848 and $0 outstanding
under the Promissory Note, respectively. In connection with the closing of the Initial Public Offering, the Company repaid the outstanding
balance of the promissory note in full.
Due to Related Party
The Company’s Sponsor has
agreed to pay operating expenses related to the initial public offering. These include legal fees, mailing, and shipping expenses.
Administrative Support Agreement
The Sponsor has agreed, commencing from the date
of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation,
to make available to the Company certain general and administrative services, including office space and administrative services, as the
Company may require from time to time. The Company has agreed to pay to the Sponsor up to $ 20,000 per month for these services during
the Combination Period.
Working Capital Loans
In order to finance transaction costs in connection
with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors
may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis. If the Company completes the
initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not
close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds
from the Trust Account would be used for such repayment. Up to $ 1,500,000 of such loans may be convertible into warrants, at a price of
$ 1.00 per warrant at the option of the lender, upon consummation of the initial Business Combination. The warrants would be identical
to the Private Placement Warrants. Other than as set forth above, the terms of such loans by the Company’s officers and directors,
if any, have not been determined and no written agreements exist with respect to such loans. There are no such outstanding working capital
loans as of March 31, 2025 and December 31, 2024.
14
DIGITAL ASSET ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
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) Private Placement Warrants and the Class A ordinary
shares underlying such Private Placement Warrants and (iii) 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 6,500,000 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 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 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 Private Placement Warrants pursuant to the letter agreement described herein.
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. 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 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 Public Shares in connection with
the consummation of a Business Combination.
15
DIGITAL ASSET ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
NOTE 8. SHAREHOLDER’S EQUITY
Preference shares — The Company
is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights
and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2025 and December 31,
2024, there were no preference shares issued or outstanding.
Class A ordinary shares — The
Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. Holders of the Company’s
Class A ordinary shares are entitled to one vote for each share. As of March 31, 2025 and December 31, 2024, there were no shares
of Class A ordinary shares issued and outstanding. As of the date of this report on Form 10-Q for the quarter ending March 31, 2025 (the
“Quarterly Report”), following the completion of the Initial Public Offering, there were 17,250,000 Class A ordinary shares
issued and outstanding, including 17,250,000 Class A ordinary shares subject to possible redemption.
Class B ordinary shares — The
Company is authorized to issue 50,000,000 shares of Class B ordinary shares with a par value of $ 0.0001 per share. Holders of Class B
ordinary shares are entitled to one vote for each share. As of March 31, 2025 and December 31, 2024, there were 5,750,000 shares
of Class B ordinary shares issued and outstanding. Of the 5,750,000 shares of Class B ordinary shares outstanding, up to 750,000 shares
were subject to forfeiture to the extent that the Underwriter’s over-allotment option was not exercised in full or in part, so that
the initial shareholders will collectively own 20 % of the Company’s issued and outstanding ordinary shares after the Initial Public
Offering. On April 30, 2025, the Underwriters exercised the over-allotment option in full, so those shares are no longer subject
to forfeiture.
Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares
and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s
shareholders except as required by law. Prior to the closing of the initial Business Combination, only holders of Class B ordinary shares
(i) will have the right to appoint and remove directors prior to or in connection with the completion of the initial Business Combination
and (ii) will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution
required to amend constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer
by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of shareholders prior to
or in connection with the completion of the initial Business Combination, holders of the Class B ordinary shares and holders of the Class
A ordinary shares will vote together as a single class, except as required by law.
The Founder Shares will automatically convert
into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of a Business Combination,
and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless otherwise
provided in the Business Combination agreement), subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked
securities are issued or deemed issued in connection with the Business Combination, the number of Class A ordinary shares issuable upon
conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, approximately 25 % of the total number of Class
A ordinary shares outstanding after such conversion (not including the Class A ordinary shares underlying the Private Placement Warrants),
including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination,
excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares
issued, or to be issued, to any seller in the Business Combination and any Private Placement Warrants issued to the Sponsor, officers
or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than
one-for-one basis.
16
DIGITAL ASSET ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
Warrants — As of March 31,
2025 and December 31, 2024, no warrants were outstanding. There were 14,075,000 warrants issued in connection with the Initial Public
Offering (including 8,625,000 Public Warrants and 5,450,000 Private Placement Warrants). Each whole Public Warrant entitles the registered
holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing
30 days after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its
Public Warrants only for a whole number of Class A ordinary shares. No fractional Public Warrants will be issued upon separation of the
Units and only whole Public Warrants will trade. The Public Warrants will expire five years after the completion of the initial Business
Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company has agreed that as soon as practicable,
but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable
efforts to file with the SEC a post-effective amendment to an existing registration statement or a new registration statement covering
the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will
use the Company’s commercially reasonable efforts to cause the same to become effective within 60 business days following the initial
Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants,
until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering
the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing
of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any
period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act or another exemption.
Once the warrants become exercisable, the Company
may call the warrants for redemption for cash:
● in whole and not in part at a price of $ 0.01 per warrant;
● upon a minimum of 30 days’ prior written notice of
redemption; and
● if, and only if, the closing price of the Class A ordinary
shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant as described below) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion
of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption
to the warrant holders.
If and when the warrants become redeemable by
the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying
securities for sale under all applicable state securities laws.
17
DIGITAL ASSET ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2025
(UNAUDITED)
In addition, if (x) the Company issues additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business
Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary shares (with such issue price or effective
issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial
shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent
more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the
date of the consummation of the initial Business Combination (net of redemptions), and the volume weighted average trading price of the
Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates the
initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00
per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the
Newly Issued Price.
The Private Placement Warrants (including the
Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until
30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and provisions that are identical
to those of the Public Warrants sold as part of the Units in the Initial Public Offering.
The Company accounts for the 14,075,000 warrants
issued in connection with the Initial Public Offering (including 8,625,000 Public Warrants and 5,450,000 Private Placement Warrants) in
accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from
equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair
value are not recognized as long as the contracts continue to be classified in equity.
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.
Based upon this review, except for the Initial Public Offering which is disclosed throughout this document, the Company did not identify
any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References
in this Quarterly Report to “we,” “us” or the “Company” refer to Digital Asset Acquisition Corp. References
to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor”
refer to DAAQ Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations
should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly
Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve
risks and uncertainties.
Special
Note Regarding Forward-Looking Statements
This Quarterly
Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could
cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact
included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans
and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,”
“anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions
are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance,
but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For
information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking
statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering (as defined
below) filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed
on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company
disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future
events or otherwise.
Overview
We are a
blank check company incorporated in Cayman Islands on December 9, 2024 and formed for the
purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses (a “Business Combination”). We have not selected any business combination target and we have
not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
We intend to effectuate our initial Business Combination using cash from the proceeds of our initial public offering (the “Initial
Public Offering”) and the sale of the private placement warrants, the proceeds of the sale of our shares in connection with our
initial Business Combination pursuant to the forward purchase agreements (or backstop agreements we may enter into or otherwise), shares
issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing
or other sources.
Results of Operations
We have neither engaged in a ny
operations nor generated any revenues to date. Our only activities for the three-month period ended March 31, 2025, were organizational
activities and those necessary to prepare for our Initial Public Offering. We do not expect to generate any operating revenues until after
the completion of our initial Business Combination. We will generate non-operating income in the form of interest income on investments
held in our Trust Account after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial
reporting, accounting and auditing compliance), as well as for due diligence expenses.
19
For the three months ended March 31, 2025, we had a net loss of $54,616,
which resulted from general and administrative expenses of $54,616.
Through March 31, 2025, our efforts have
been limited to organizational activities, activities relating to the Initial Public Offering, and activities relating to general corporate
matters.
Liquidity and Capital Resources
For the three months ended March 31, 2025 ,
net cash used in operating activities was $25,000, which was due to our net loss of $54,616, offset by changes in working capital
accounts of $29,616 and operating expenses paid via promissory note of $25,000 .
The registration
statement for the Company’s Initial Public Offering was declared effective on April 28, 2025 .
On April 30, 2025 , the Company consummated the Initial Public Offering of 17,250,000
units, (the “Units” and, with respect to the shares of Class A o rdinary shares
included in the Units sold, the “Public Shares”), including 2,250,000 Units
issued pursuant to the exercise of the Underwriters’ (as defined below) over-allotment option in full, generating gross proceeds
of $172,500,000 .
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 5,450,000 warrants at a price of $1.00 per warrant (the “Private Placement
Warrants”) generating gross proceeds of $5,450,000. Of the 5,450,000 Private Placement Warrants, the underwriters of the Initial
Public Offering (the “Underwriters”) purchased an aggregate of 1,725,000 Private Placement Warrants and DAAQ Sponsor LLC,
the Company’s sponsor (the “Sponsor”), purchased 3,725,000 Private Placement Warrants.
Following the closing of the
Initial Public Offering on April 30, 2025 , an amount of $172,500,000 ($10.00
per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants
was placed in a trust account (the “Trust Account”).
We intend to use substantially all of the funds
held in the Trust Account, including any amounts representing interest earned on the funds held in the Trust Account and not previously
released to us to pay our taxes (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete
our initial Business Combination. We may withdraw interest to pay our taxes, if any. Our annual income tax obligations will depend on
the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest earned on the amount in
the Trust Account will be sufficient to pay our taxes. We expect the only taxes payable by us out of the funds in the Trust Account will
be income and franchise taxes, if any. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to
complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance
the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
After taking into consideration the consummation
of the Initial Public Offering, we do not believe we will need to raise additional funds in order to meet the expenditures required for
operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and
negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available
to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete
our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of
our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
20
Off-Balance Sheet Arrangements
As of March 31, 2025, we did not have any
off-balance sheet arrangements.
Contractual Obligations
Registration Rights
The holders of the (i) Founder Shares, which were
issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants and the Class A ordinary
shares underlying such Private Placement Warrants and (iii) 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 6,500,000 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 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 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.
Promissory Notes - Related Party
On December 11, 2024, the Sponsor agreed to loan the
Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory
Note”). This loan is non-interest bearing and payable on the earlier of December 31, 2025 or the date on which the Company consummates
the Initial Public Offering of its securities. On March 31, 2025 and December 31, 2024, the Company had $112,848 and $0 outstanding
under the Promissory Note, respectively. In connection with the closing of the Initial Public Offering, the Company repaid the outstanding
balance of the promissory note in full.
Underwriting Agreement
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. 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 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 Public Shares in connection with
the consummation of a Business Combination.
Critical Accounting Estimates
We describe our significant accounting policies
in Note 2 - Summary of Significant Accounting Policies , of the Notes to Financial Statements included in this Form 10-Q.
Our unaudited condensed financial statements have been prepared in accordance with U.S. GAAP. Certain of our accounting policies require
that the Company’s management apply significant judgments in defining the appropriate assumptions integral to financial estimates
including stock-based compensation. On an ongoing basis, the Company’s management reviews the accounting policies, assumptions,
estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are
based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate.
However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from
our estimates.
21
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls
and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities
Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our
Principal Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the
Exchange Act, our Principal Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of March 31, 2025, under the supervision and with the participation of
our management. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
Changes in Internal Control Over Financial
Reporting
During the most recently completed fiscal quarter,
there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
22
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Factors
that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final
prospectus for our Initial Public Offering filed with the SEC on April 30, 2025 . Any of these
factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk
factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the
date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial
Public Offering filed with the SEC on April 30, 2025 .
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
The registration
statement for the Company’s Initial Public Offering was declared effective on April 28, 2025 .
On April 30, 2025 , we consummated the Initial Public Offering of 17,250,000 Units,
including 2,250,000 Units issued pursuant to the exercise of the Underwriters’ over-allotment
option in full, generating gross proceeds of $172,500,000 .
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 5,450,000 Private Placement Warrants at a price of $1.00 per warrant generating gross
proceeds of $5,450,000. Of the 5,450,000 Private Placement Warrants, the Underwriters purchased an aggregate of 1,725,000 Private Placement
Warrants and the Sponsor purchased 3,725,000 Private Placement Warrants. Each whole Private Placement Warrant is exercisable to purchase
one Class A ordinary share at a price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are identical to
the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (i) are not redeemable
by us, (ii) are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited
exceptions, (iii) may be exercised on a cashless basis, (iv) are entitled to registration rights and (v) with respect to Private Placement
Warrants held by the Underwriters, will not be exercisable more than five years from the commencement of sales in accordance with FINRA
Rule 5110(g)(8).
Following the closing of the
Initial Public Offering on April 30, 2025 , an amount of $172,500,000 ($10.00
per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants
was placed in the Trust Account.
We paid a total of $10,350,000 in underwriting
discounts and commissions and incurred approximately $700,000 for other costs and expenses related to the Initial Public Offering. In
addition, the Underwriters agreed to defer $6,900,000 in underwriting discounts and commissions.
For a description of the use of the proceeds generated
in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None .
23
ITEM 6. EXHIBITS
The following exhibits are filed as part of, or
incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit No.
Description
1.1
Underwriting Agreement , dated April 28, 2025, by and between the Company and the Representative (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K (File No. 001-42612), filed with the SEC on May 1, 2025).
3.1
Amended and Restated Memorandum of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-42612), filed with the SEC on May 1, 2025 ).
4.1
Warrant Agreement, dated April 28, by and between the Company and Efficiency, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K (File No. 001-42612), filed with the SEC on May 1, 2025).
10.1
Letter Agreement, dated April 28, 2025, by and among the Company, its executive officers, its directors, its advisors and the Sponsor (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No. 001-42612), filed with the SEC on May 1, 2025).
10.2
Investment Management Trust Agreement, dated April 28, 2025, by and between the Company and Efficiency, as trustee (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (File No. 001-42612), filed with the SEC on May 1, 2025).
10.3
Registration Rights Agreement, dated April 28, 2025, by and among the Company, the Sponsor and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K (File No. 001-42612), filed with the SEC on May 1, 2025).
10.4
Private Placement Warrants Purchase Agreement, dated April 28, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K (File No. 001-42612), filed with the SEC on May 1, 2025).
10.5
Private Placement Warrants Purchase Agreement, dated April 28, 2025, by and among the Company, the Representative and Clear Street (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K (File No. 001-42612), filed with the SEC on May 1, 2025).
10.6
Administrative Services and Indemnification Agreement, dated April 28, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K (File No. 001-42612), filed with the SEC on May 1, 2025).
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101
* Filed herewith.
** Furnished.
24
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Digital Asset Acquisition Corp.
Date: June 12, 2025
By:
/s/ Peter Ort
Name: Peter Ort
Title: Principal Executive Officer and Co-Chairman
Digital Asset Acquisition Corp.
Date: June 12, 2025
By:
/s/ Jeff Tuder
Name: Jeff Tuder
Title: Chief Financial Officer and Co-Chairman
25
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.