The First Bank de-SPAC? Old Glory Bank's Business Combination with Mike Ring

So Mike Blankenship here with The SPAC Podcast. I'm joined by Mike Ring. Mike, um, why don't you tell us a little about your own podcast and your media program? Yeah, thank you for that. So I've got a podcast called PSL, which stands for Privacy, Security and Liberty, and what we've always said at Old Glory Bank is there's no DEI at Old Glory Bank. There's just PSL, Privacy, Security and Liberty. And so I do, I talk about things most bankers don't wanna talk about, whether it's the Bank Secrecy Act, which I call the Bank Snooping Act, or, with all respect to my friends at the Fed, I, I did a whole podcast on the Federal Reserve and how they're in bed with the, with the big banks. And I've talked about, uh, uh, the Second Amendment in banking and, and so check it out at PSL, is the name of our, of my podcast, and I, and I love doing it. And I'm, I'm a little bit late on some recent episodes because we've been working so hard on this SPAC that I'm happy to talk about today. Yeah, and so Old Glory has a little bit more to you as well. You, uh, served, served in the Air Force, is that right? Yeah, I don't, I just don't preach a- about the things we care about, which is the freedom, Constitution. I grew up on a dirt road in northeast Ohio. My dad was in the Marines. He was a, served in the sheriff's department. He was a volunteer firefighter. Everyone in my family on the, on my, on my dad's side was mostly in public service. My dad wanted me to join the Marines, but unfortunately I scored too high on the test so I had to join the Air Force. He, he never let me forgive that, never forgave me for that, and I was proud to serve four years. I was enlisted, so I was a working guy in the Air Force. I was not an officer, and it probably was the smartest thing I could do to grow up, and I encourage… It, it's a shame more people, uh, I think President Trump has brought this back, Pete Hegseth has brought this back. I think it is a, an amazing growth opportunity for every young man and woman to serve their country, and I would not be here today but for that service. Well, thank you for your service, Mike, and I, I really appreciate that. This is our 250th year of, uh, you know, being a country, or at least declaring our independence. And so, um, to hear, uh, I, I, I do agree. I think, you know, service to your country is very important. Um, you know, we are on the SPAC Podcast, so I'd like to ask you a couple questions here, you know, around, you know, do you believe, you know, Old Glory Bank will be the first, uh, bank de-SPAC, and, and, and why is that? Yeah, so thanks for that. And, and if you ask ChatGPT, I think that's the answer you will get as well, that Old Glory Bank is the first one to do a de-SPAC. And having now gone through it, and we just got effective… I'm not sure what date it's gonna drop, but we just got effective on July 6th. We filed our final proxy on July 7th, so very recently. And we started working on this thing literally last October. We were under LOI. So here we are, seven, eight months later. We got the BCA signed in January. And I think the reason why banks aren't doing it is it's hard. Now, banks always do hard things,'cause it's a hard business, but this is really hard. A- a- and unlike, for a small bank especially, which are the type of companies that do a de-SPAC, I mean, I don't need to tell you your business, but I don't… I think most big companies, established companies are, if they wanna get on the public markets, probably do an underwritten offering or even a direct listing. But, you know, for a smaller company, up and coming, I think de-SPACs are a great opportunity. And for a small bank to do this, it was hard. And if it wasn't for the fact that I spent 30 years as a corporate securities lawyer before I became a banker, we probably couldn't have got this done. Oh, we have something in common there, corporate securities lawyers. I like that. Well, in addition to the, you know, typical de-SPAC steps that, you know, companies have to take, what, what sort of additional stuff did you have to do, uh, as a bank, you know, regulatory-wise? Yeah, and that's what makes our deal, being, doing a de-SPAC so hard. Because, you know, most banks are not going through a transaction directly. Almost all banks that have any type of complicated equity structure or multiple stockholders, they always have what's called a bank holding company, which is a different regulatory scheme. So banks are either chartered by the OCC, and that's where you see the national bank. If you drive by and you see the national bank of whatever, that means it's an OCC-chartered bank. We're state-chartered, which means our charter comes from the state of Oklahoma. And, you know, since 1996, a state-chartered bank can do everything an OCC bank can. So I've always said, you know, support your local community, be a state-chartered bank, which we're really proud to be state-chartered in Oklahoma. So that's what is governed by the bank. But our holding company is governed by the Federal Reserve under the 1956 Bank Holding Company Act. And so in order to do a SPAC, unlike if you're a typical company and you just gotta plan through the SEC regulatory hurdle, maybe you have Hart-Scott redeem- redemptional problem, you don't have a Justice Department issue once you, if you, even if you had HSR. But as a bank in a bank holding company, we have to go through Federal Reserve approval, which, listen, I love our new chairman, Chairman Warsh, very good for the Federal Reserve, but nothing is easy going through the Federal Reserve. So that's why, another reason why I think most banks aren't doing it, and that was an additional burden, hurdle that we are going through with our de-SPAC. Yeah, and you, you did mention you were a securities lawyer for 30 years. H- what's that experience, you know, has that decades of that experience helped in the process? Well, if you would talk to my colleagues, uh, so Loeb & Loeb represented… I used to, I was a partner at Greenberg Traurig, and, and while I was there, I, we never did a SPAC. Le- I think they're now doing them, but we never, I never got to do one when I was in private practice. Uh, we ended up using Loeb & Loeb, great law firm for our s- our counsel. Our great SPAC partner used Perkins and Coie, and I wanna apologize right now to every, to all of those lawyers, I'm sorry I was such a pain in the rear. Uh, because like a doctor always makes the worst client, I would submit to you a lawyer always makes the worst client. And, and so I, uh, I think I was a pain in the ass, uh, to, to work with. Uh, thankfully we got this done, and so thankful to Loeb & Loeb and Perkins. And we're not done yet, we still gotta get this thing closed. But I, um, I probably spent too much time as a lawyer on this process and, and probably clogged it up a little bit, but we're here Well, it's, it's great to have that experience now. You know, w- why did you pick a SPAC as the route instead of some other kind of go public transaction? Yeah, that's a good question, Mike, uh, 'cause you this is your business and you know how hard it is. So when we launched Old Glory Bank, we always wanted to be a bank for Main Street, and we've said that for years, and thankfully we've had a little success doing it. So today we have 6,600 stockholders because we did a Reg A. And, uh, so in addition to a Reg D, we also did a Reg A, which brought in 6,000 stockholders. We have about 600 accre- credited through our Reg D that we've done. And you will probably know better than I do, but I don't think there's been many target s- you know, in SPACs that have had 6,000-plus stockholders. I think they're normally closely held companies. And so, uh, so we … Obviously, when you have 6,000 stockholders, you have to And, and these are great, you know, people who believe in us. We don't today have a single institutional investor. Of course, that will change, but these are people who I know many of them, they can always get to me, anyone can get to me. My real email is mike ring at old glory bank.com. And I always tell people, "You can't get to Jamie Dimon or Brian Moynihan, but you sure as heck can get to Mike Ring at Old Glory Bank anytime you need them." And, and so I, I've wanted these … And many of the stockholders reach out to me regularly. Customers re- reach out to me, and I wanted to create an opportunity for these great stockholders who have trusted us to build this bank to … for an exit to them. And there was really no way to do that other than being on public markets. And when you're a, a, a growing bank and you're not yet profitable, you know, if, if all goes as planned, that, that will change, and I … Obviously, we're not giving guidance, but, but if someone pays attention to what we've … our historicals, you'll see our pathway to profitability. And I … And just the easiest way I think to get there as a smaller company with so many stockholders was through a de-SPAC where, you know, I don't think I could have done an underwritten offering. I probably, the big banks who I always beat on would not have taken this deal. And if I did a direct listing, I probably couldn't have met the standards to get on the NASDAQ, and we wanted to be on NASDAQ. And we're, and we're, we're kind of doing some things a little bit different too. We- we're part of the Texas movement, uh, so we've are holding companies in Texas. I know that that's been a … When I was practicing full time, everything was in Delaware. We're part of Texas. I think we'll dual list on the Texas exchange as well, uh, once we get up and running, but, but if all goes well, I'll have an exit and a market for our great stockholders who helped us get here That's terrific, yeah. Well, as somebody who lives in Texas, I do appreciate that and see that quite a bit, and I know the stock exchange just launched this week, and they'll be doing- Yeah. Do, do you know-… digital- … anyone who's dual listed yet? I, I mean, obviously Exxon's looking at it and some others, but I, I don't… I've- we've talked to them. Um, they've got… They're doing their ETPs first, so exchange traded products, that's what they launched with, and then they're gonna do IPOs next, uh, you know, Q1 of 2027. So, you know, it's a lot of good stuff coming out of there, but the, the announcement of, of, you know, here in, in Texas is, is pretty big and it, it's nice to see. And I, I, I do hope that they end up with having some SPACs on there. I know it's gonna be a pretty strict kind of listing requirements, um, but we'll see. I mean, trying to do some de-SPACs off that would be nice as well. I… Listen, it's not for me to give them advice, but they would be smart, uh, to, to do some de-SPACs and allow…'Cause I mean, that's part of the, uh, as you know, a securities lawyer as well, that's the gripe we hear all the time. While unfortunately there are fraudsters out there, I think what, what's the bigger, the bigger missed opportunity is that Main Street consistently feels like they miss out on the best deals. Like, no one in Main Street was getting in early on Facebook or Tesla or, you know- SpaceX … a lot of these companies. Mm-hmm. They were able to get in on Old Glory Bank, but they're nor- And, and so I think, I think de-SPACs are a way for Main Street investors to get in on deals, and I hope that Texas does it. I agree. I actually spoke with the CEO. I've also emailed him about having separate rules just for SPACs. So- Yeah … hopefully we, we see some of that development down the road. But, um, tell me a little bit about Old Glory Bank and sort of the customer base. I know you, you're merging with the digital asset, um, which is a big area I, I focus on as well. So I'm, I'm curious, uh, for Old Glory Bank and your, your customers. Yeah. Thanks for that. So we, l- as I, as we've now talked about, I was a lawyer, had a little success thankfully. My wife's a lawyer, and we were getting close to the end of our Our career winding down, got both kids off in college. Now, in fact, one of them's going down in, uh, in Baylor, in Waco, so he'll be a good Texas boy here, and we live in Atla- outside of Atlanta when we're not traveling around visiting with the team members. But we really got tired of seeing what now everyone is talking about. We were the first people to really call out de-banking. We knew it was real. We knew the big banks were de-banking people who disagree with them, either on COVID or the flag or the Constitution. It's unquestionable that Chase de-banked, many of the banks de-banked the Trumps. You can think what you want about our president, but the president should not have been de-banked. It's unquestionable that then Bank of America would not take his business. It was… It's… You can't debate that after J6, while no one supports what happened on January 6th, no one can appreciate what Bank of America and other banks did spying on, on customers and sharing data, Arctic Frost. And so all this, I just was a typical person who was just tired of talking and complaining and said, "We're gonna do something." So one of my longtime clients said to me, "We should start a pro-America bank that won't de-bank people." And by the way, you don't have to agree with us. You could hate everything we believe, and we still won't de-bank you because we believe in the Constitution. And so we launched with some great partners, Ben Carson, John Rich, Larry Elder, Governor Fallin from Oklahoma, just next to your state. You may remember Governor Fallin, two terms, and then Sean Spicer, and we just said, "We are gonna be a bank. We're gonna have the best product and service. Our service people are gonna be in Oklahoma, not offshore. We're gonna answer the phone from 8:00 to 8:00. We're gonna have the best online solutions." All the products and services of any bank on the planet we have, and we think we do it better, and we always had a plan, and I always said,"You can't have true financial freedom unless you have decentralized finance." It's just a fact. The Federal Reserve sees every lawful transaction you make. NACHA sees every lawful ACH you send. The card companies see every lawful transaction you send. And if you want true freedom, you need the ability to do that, and that's always been the blockchain. So we always had crypto teed up, but we pulled it back. We launched in 2023, and we pulled it back because the FTX implosion and everything else happening and Operation Choke Point 2.0 done by the Biden. And then, but we kept building it, and then once the GENIUS Act passed, once Trump, you know, Trump got in office, we got the GENIUS Act, we came forward. So in addition to having what we humbly submit is the best online banking, we have teed up the best in it. Now, SoFi is doing it good, and I respect the people at SoFi, and their CEO's a mil- a veteran. I, uh, you know, have the world of respect for him. But o- our solution is better with all respect to them, and we are gonna be the first bank to really do it the best way, integrate, move money directly from your FDIC-insured account onto the blockchain. And unlike SoFi and others, you can actually link your self-custodial wallet. We don't make you use our wallet, and we think that's a big distinction. Well, that's great. I mean, I could see why this could be a very, um, interesting product for the SPAC, uh, financial product, and then obviously for the bank, which already has 6,000-plus shareholders, which you're correct, most, most de-SPACs, the targets don't have that many shareholders, so you rely on the, on the SPACs, and then if there's high redemptions, then you, you have to find ways to get more shareholders to meet the, those listing requirements. So it's good you don't have to deal with that problem. Um- Agreed, yeah, and we're, we're fortunate for that. And, and, and you're right. Um, and listen, we were talking about this first, so if I be just … And, in fact, we're ready to go, and if you can go on our website, you can see our demo. We're just holding it because we're constrained by capital, which this de-SPAC will solve because we have a minimum capital requirement in our deal. Terrific. Well, Mike, I appreciate you coming on. Um, this has been very helpful. I hope the audience, uh, they have your email address now, so they can certainly reach out to you. Um, best of luck closing up your transaction and, you know, going forward as a public company, which is just begins that journey. Um, so th- thank you again. Thank you, and I don't wanna make this a plug for the service, but since I'm here, you can open an account in eight minutes at oldglorybank.com, business, personal. We literally have the best product and service. Give us a try. And you can find me when you need me, Mike Ring, oldglorybank.com. Thanks, Mike. Really appreciate it. Thank you. This is Mike