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Datavault AI (DVLT) eyes $2B structured financing with major dilution and control shift

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Datavault AI Inc. entered into a non-binding term sheet for a potential $2.0 billion structured financing transaction with an institutional Counterparty. The deal is expected to be split into four tranches of up to $500 million each, with Datavault potentially issuing shares at $1.55 to $2.00 per share in exchange for preferred units in a fixed income investment vehicle valued at about $2.0 billion. Datavault has a binding obligation to make a non-refundable $25.0 million payment by June 4, 2026, funded from bitcoin sales and receivables, and similar $25.0 million fees are contemplated for each additional tranche. The Counterparty would gain board nomination rights with each tranche and, after the final tranche, sufficient voting power to elect a majority of directors, implying potential issuance of shares representing more than 50% of current voting capital stock. The term sheet is highly conditional, requiring due diligence, definitive agreements, shareholder and regulatory approvals, a charter amendment to increase authorized shares, and a fairness opinion, and may be terminated by either party.

Positive

  • Potential $2.0 billion financing capacity via four tranches of up to $500 million each, backed by a fixed income portfolio valued at approximately $2.0 billion, could significantly expand Datavault AI’s funding options if completed.
  • Strategic exclusivity for tokenization projects, with the Counterparty agreeing to route its global digital asset tokenization and blockchain infrastructure initiatives through Datavault AI’s patented platform, supports the company’s positioning in the tokenization sector.

Negative

  • Binding $25.0 million non-refundable fee due by June 4, 2026 for the first tranche, plus additional $25.0 million fees per tranche, creates meaningful cash outlay risk even though the overall transaction remains non-binding.
  • Potential issuance of shares exceeding 50% of current voting capital stock and Counterparty board control rights imply substantial dilution and a change of control if all contemplated tranches close.
  • High execution and regulatory risk, with the transaction conditioned on due diligence, definitive agreements, shareholder approval, antitrust and CFIUS clearances, charter amendment, a fairness opinion, and establishment of a secured borrowing facility.

Insights

Large conditional $2B structure with upfront fee, dilution and control shift risk.

Datavault AI has signed a non-binding term sheet for a potential $2.0 billion structured financing, to be executed in four tranches of up to $500 million each. Consideration would be Datavault shares priced at $1.55 to $2.00 per share in exchange for preferred units in a fixed income vehicle valued at about $2.0 billion.

A key binding element is the $25.0 million non-refundable payment due by June 4, 2026, with similar fees contemplated per tranche, funded from bitcoin sales and receivables. The structure also grants the Counterparty increasing board nomination rights, leading to the ability to elect a majority of directors and a potential issuance of shares representing more than 50% of current voting capital stock, implying substantial dilution and a change-of-control outcome if fully executed.

The arrangement is subject to extensive conditions: due diligence, definitive documentation, shareholder approval, regulatory clearances including antitrust and CFIUS, a charter amendment to increase authorized shares, and a fairness opinion. The term sheet is otherwise non-binding and can be terminated, so actual impact depends on successful completion of these steps.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Structured financing size $2.0 billion Potential structured financing transaction across all tranches
Tranche size Up to $500 million per tranche Four successive tranches contemplated under term sheet
Initial non-refundable fee $25.0 million Binding payment due by June 4, 2026 for first tranche
Additional tranche fees $25.0 million per tranche Administrative, operational, and structuring-related costs for each additional tranche
Share pricing range $1.55–$2.00 per share Proposed purchase price for Datavault shares issued in transaction
Potential dilution threshold More than 50% of voting stock Proposed issuance could exceed 50% of current outstanding voting capital stock
Q1 2026 revenue growth 443% year over year First-quarter 2026 revenue increase versus prior year
2026 revenue target At least $200 million Full-year 2026 revenue target, about 400% projected YoY growth
structured financing transaction financial
"relating to a potential $2.0 billion structured financing transaction (the “Transaction”)"
preferred units financial
"in exchange for preferred units in an investment vehicle valued at approximately $2.0 billion"
Preferred units are a class of ownership interests in a partnership or trust that pay fixed or priority distributions before common units, similar to having a reserved lane for getting paid first. They matter to investors because they typically offer steadier income and lower risk of missed payments than common units, but usually provide less upside if the business grows.
Investment Company Act of 1940 regulatory
"risks related to the Investment Company Act of 1940, as amended"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
Committee on Foreign Investment in the United States regulatory
"including antitrust clearance and any required clearance from the Committee on Foreign Investment in the United States"
A U.S. government interagency committee that reviews foreign purchases or investments in American companies to determine whether they pose national security risks. Think of it as a national security checkpoint for deals: its approval, rejection, or conditions can change whether a transaction goes through, how quickly it closes, or what obligations the buyer must accept, so investors must factor potential review, delay, or forced changes into deal valuation and risk.
secured borrowing facility financial
"to support the Company’s digital asset exchanges by establishing a collateral base through the Company’s acquisition of preferred units in the fixed income vehicle"
A secured borrowing facility is a loan or line of credit that a company obtains by pledging specific assets—like property, inventory, or receivables—as collateral. It matters to investors because it provides a cheaper, more reliable source of cash (think of it like a mortgage or pawnshop loan secured by an item), but it also increases the risk that those pledged assets could be seized if the company can’t repay, affecting the company’s financial flexibility and value.
tokenization technical
"real-world asset (“RWA”) tokenization technologies"
Tokenization is the process of converting real-world assets or rights into digital tokens stored on a computer network. This allows assets, such as property or investments, to be divided into smaller parts, making them easier to buy, sell, or transfer electronically. For investors, tokenization can increase access to a wider range of investments and make transactions faster and more efficient.
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false 0001682149 0001682149 2026-05-30 2026-05-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): May 30, 2026

 

Datavault AI Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-38608   30-1135279
(State or other jurisdiction of
incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

One Commerce Square,

2005 Market Street, Suite 2400,

Philadelphia, PA

  19103
(Address of Principal Executive Offices)   (Zip Code)

 

(408) 627-4716

(Registrant’s telephone number, including area code)

 

Not applicable

(Former Name or former address if changed from last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock, par value $0.0001 per share   DVLT   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ¨

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

  

On May 30, 2026, Datavault AI Inc. (the “Company”) entered into a non-binding (except for certain provisions thereof) term sheet with Helmex Global LLP (the “Term Sheet”) relating to a potential $2.0 billion structured financing transaction (the “Transaction”) with Helmex Financial LLP and/or Helmex Global LLP and/or one or more of their respective affiliates (together, the “Counterparty”) anticipated to operate through an institutional investment fund and be structured across four successive tranches of up to $500 million in value for each tranche.

 

The Company has a binding obligation under the Term Sheet to make a non-refundable payment to the Counterparty in the amount of $25.0 million no later than June 4, 2026, which is to be used by the Counterparty to fund administrative, operational, and structuring-related costs and expenses in connection with the first tranche of the Transaction. The Term Sheet contemplates that the Company will pay an additional transaction fee of $25.0 million in administrative, operational, and structuring-related costs and expenses for each additional tranche.

 

The Term Sheet contemplates a potential $2.0 billion structured financing transaction, pursuant to which the Company may issue shares of its capital stock at a purchase price of $1.55 to $2.00 per share to the Counterparty, in exchange for preferred units in an investment vehicle valued at approximately $2.0 billion (the “investment vehicle”).  The Term Sheet also contemplates that upon the closing of each tranche, the Counterparty would be entitled to nominate one additional director to the Company’s Board of Directors (the “Board”).

 

Consummation of the Transaction is subject to, among other things: (i) completion of due diligence satisfactory to the Company and the Counterparty; (ii) negotiation and execution of definitive agreements; (iii) approval by the Company’s stockholders; (iv) receipt of applicable regulatory approvals, including antitrust clearance and any required clearance from the Committee on Foreign Investment in the United States (“CFIUS”); (v) an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s capital stock, if required; (vi) receipt by the Board of a fairness opinion with respect to the Transaction; (vii) payment of the applicable transaction fees; and (viii) the completion and acceptance of the independent valuation of the preferred units.

 

The Term Sheet is non-binding except with respect to certain limited provisions, including the fee obligation described above, and may be terminated by either party at any time, subject to such binding provisions. There can be no assurance that definitive agreements will be executed or that the Transaction will be consummated on the terms described herein or at all. 

 

The foregoing summary of the Term Sheet does not purport to be complete and is subject to, and qualified in its entirety by reference, to the full text of the Term Sheet, a copy of which the Company will file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2026 or an amendment to this Current Report on Form 8-K.

 

Item 7.01. Regulation FD Disclosure.

 

On June 1, 2026, the Company issued a press release announcing the execution of the Term Sheet and the proposed terms and conditions of the Transaction described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any filing by Datavault, under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

  

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, without limitation, statements regarding the completion of the Transaction, the satisfaction of customary closing conditions related to the Transaction, the acquisition of preferred units in the investment vehicle and the potential establishment of a collateral base and related secured borrowing facility. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “potential,” or “continue,” or the negative of these terms or other comparable terminology. The absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain.

 

 

 

 

Actual results may differ materially from those indicated by these forward-looking statements as a result of various risks and uncertainties, including, without limitation: failure to negotiate and execute definitive agreements on terms acceptable to the parties, or at all; failure to complete due diligence, including review of the investment vehicle and its underlying portfolio, to the satisfaction of the Company; failure to obtain required regulatory approvals, including applicable antitrust clearance and any required CFIUS clearance, or the imposition of adverse conditions in connection therewith; failure to obtain the required approval of the Company’s stockholders; failure to obtain required consents or waivers under the Company’s existing agreements and debt instruments, including in respect of change of control provisions; failure to obtain a secured borrowing facility on acceptable terms or at all, including the risk that lenders do not accept the investment vehicle interests as eligible collateral; decline in the value of the investment vehicle interests or the underlying portfolio, including as a result of credit deterioration, rising interest rates, or illiquidity; uncertainty regarding the accounting treatment of the Transaction; risks related to the Investment Company Act of 1940, as amended; the non-binding nature of certain provisions of the Term Sheet, including the right of either party to terminate discussions at any time prior to execution of definitive agreements, with the potential complete loss of the non-refundable $25.0 million payment to be made by the Company for structuring and other expenses of the Counterparty; delays in the execution of definitive agreements, completion of due diligence, receipt of required approvals, or satisfaction of closing conditions; the potential dilutive effect on existing stockholders of the proposed issuance of shares representing more than 50% of the Company’s current outstanding voting capital stock; risks related to the change of control of the Company that would result from the Transaction; risks related to the tax treatment of the Transaction; risks related to the Company’s ability to achieve or maintain market leadership in the tokenization sector; changes in market demand for the Company’s services and products; changes in economic, market, or regulatory conditions; risks related to evolving regulatory frameworks applicable to tokenized assets; risks associated with technological development and integration; and other risks and uncertainties as more fully described in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025, and other filings the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov.

 

Readers are cautioned not to place undue reliance on these and other forward-looking statements contained herein. The forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. The Company undertakes no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events, except as required by law. The Company’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments it may make.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Description
99.1   Press Release, dated June 1, 2026
104   Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

 

 

 

 

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 hereunto duly authorized.

 

Date: June 4, 2026 DATAVAULT AI INC.
     
  By: /s/ Nathaniel Bradley
    Name: Nathaniel Bradley
    Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

June 1, 2026  

 

Datavault AI Signs $2.0 Billion Structured Financing Term Sheet With Exclusive Global Tokenization Mandate

 

·Counterparty agrees to route its global digital asset tokenization and blockchain infrastructure initiatives exclusively through Datavault AI’s patented platform.
·Financing is anchored by an approximately $2.0 billion portfolio of fixed income securities contributed by an institutional investment fund and a UK-based regulated structured institutional investment platform.
·The proposed transaction is expected to value Datavault AI shares at $1.55 to $2.00 per share, subject to definitive agreements and an acceptable independent valuation.

 

PHILADELPHIA--(BUSINESS WIRE)--June 1, 2026 Datavault AI Inc. (“Datavault AI” or the “Company”) (NASDAQ:DVLT), a provider of data monetization, credentialing, digital engagement, and real-world asset (“RWA”) tokenization technologies, today announced the execution on May 30, 2026 of a non-binding term sheet relating to a potential $2.0 billion dilutive structured financing transaction, pursuant to which the Company may issue shares at a purchase price of $1.55 to $2.00 per common share to an institutional investment fund and a UK-based regulated structured institutional investment platform operating across technology, mining, and real assets (together, the “Counterparty”), in exchange for preferred units in an investment vehicle holding a portfolio of fixed income securities valued at approximately $2.0 billion (the “fixed income vehicle”). The proposed transaction is intended to provide Datavault AI with a structured pathway to access secured financing to support the Company’s digital asset exchanges by establishing a collateral base through the Company’s acquisition of preferred units in the fixed income vehicle.

 

Strategic Exclusivity

 

Pursuant to the provisions of the term sheet, the Counterparty has agreed that all of its digital asset tokenization projects and related blockchain infrastructure initiatives worldwide will be handled exclusively through Datavault AI’s patented platform, unless otherwise agreed, establishing a long-term operational partnership alongside the capital commitment.

 

The proposed transaction described herein is based solely on a non-binding term sheet. No definitive agreements have been executed, and there can be no assurance that definitive agreements will be executed or that the proposed transaction will be consummated. The term sheet does not obligate the parties to complete the proposed transaction and may be terminated by either party at any time, except with respect to certain limited provisions that are binding.

 

The proposed financing is structured as an asset-backed transaction rather than a conventional cash placement. The capital base is anchored by an approximately $2.0 billion portfolio of fixed income securities held through the investment vehicle and contributed by an institutional investment fund and a UK-based regulated structured institutional investment platform that operates across technology, mining, and real assets. The Company expects this collateral base, once established, to support a secured borrowing facility dedicated to funding its digital asset exchange initiatives.

 

 

 

 

The transaction is anticipated to be structured across four successive tranches of up to $500 million in value for each tranche, up to $2.0 billion in total, with the initial tranche targeting completion by the third quarter of 2026. It is currently anticipated that, upon the closing of each tranche, the Counterparty would be entitled to nominate one additional director, in replacement of a then-seated director on the Datavault AI board of directors, which is anticipated to remain fixed at nine directors. Upon the closing of the final tranche, the Counterparty would be entitled to nominate an additional director (in addition to its right to nominate one director in connection with the closing of such tranche), also in replacement of a then-seated director. Accordingly, as contemplated by the non-binding term sheet, upon the closing of the final tranche, the Counterparty would gain sufficient voting power to elect a majority of the Datavault AI board of directors.

 

Pursuant to the term sheet, Datavault AI is obligated to fund $25.0 million in administrative, operational, and structuring-related costs and expenses for each tranche, and has a binding obligation to make the first $25.0 million non-refundable payment by wire transfer by June 4, 2026. The source of funds will come from the sale of bitcoin and receivables.

 

The proposed transaction remains subject to negotiation and execution of definitive agreements, completion of due diligence to the satisfaction of the parties, approval by Datavault AI shareholders, regulatory approvals (including applicable antitrust clearance and confirmation that the Committee on Foreign Investment in the United States has concluded its review without action by the President of the United States to block or prevent the proposed transaction), and the fulfillment of customary closing conditions, including a charter amendment to increase the number of authorized shares of capital stock of Datavault AI and receipt of a fairness opinion regarding the proposed transaction. There can be no assurance that definitive agreements will be executed or that the proposed transaction will be completed on the terms described herein or at all.

 

“This is a major milestone and recognition of Datavault AI’s capabilities. We hold the patents, we have the contracts, and the proposed structured financing transaction, if completed, would provide the opportunity to scale at the speed this regulated market demands. The tokenized data economy is not emerging; it is here. Datavault AI is building the compliant token infrastructure that powers it,” said Nathaniel T. Bradley, CEO of Datavault AI.

 

Datavault AI’s position in the tokenization economy rests on more than 100 issued U.S. patents, the foundation that converts capital into defensible market leadership. That portfolio includes the industry-defining Tokenization Patents, foundational blockchain content licensing, DataValue®, DataScore®, and Data Vault Bank™, which are AI agents that deliver patented, AI-validated data scoring, valuation, and monetization. At the core of the Company’s exchange technology now sits NYIAX, an institutional-grade exchange built on the architecture and trading infrastructure of a leading global financial technology company serving capital markets, anchored in four jointly owned patents granted from 2020 through 2025 (U.S. Patent Nos. 10,607,291; 11,410,236; 11,861,707; and 12,198,193).

 

 

 

 

The SanQtum quantum-ready distributed GPU edge network is live in New York and Philadelphia, operating on a zero-trust architecture that allows greater bandwidth, reliability, and security at lower cost through local data handling. As reported in the Company’s May 15, 2026, first-quarter 2026 business update, first-quarter 2026 revenue increased 443% year over year, and the Company continues to maintain a full-year 2026 revenue target of at least $200 million, representing projected growth of approximately 400% year over year.

 

Use of Proceeds

 

The proposed structured financing transaction, if completed, would support three operational priorities:

 

·Deployment of the SanQtum quantum-ready distributed GPU edge network toward approximately 48,000 GPUs across 100 U.S. cities by year-end 2026.
·Acceleration of the Information Data Exchange® (IDE), International Elements Exchange (IEE), and NYIAX exchange platforms.
·Servicing of existing debt obligations ahead of planned exchange launches.

 

The Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”) cleared the Senate Banking Committee on May 14, 2026, in a 15-9 bipartisan vote and has now passed both Senate committees, awaiting a Senate floor vote before it can proceed to the President. Datavault AI’s exchange platforms are already being planned to align positively with this new regulatory environment.

 

A joint April 2025 report by Boston Consulting Group and Ripple projects the tokenized real- world asset market to reach $18.9 trillion by 2033 ($9.4 trillion by 2030) at a compound annual growth rate of 53%, per the Ripple and BCG analysis (April 2025). Datavault AI’s Information Data Exchange® (IDE), International Elements Exchange (IEE), and SanQtum platforms are designed as asset-agnostic infrastructure for this market, built to process, secure, and monetize tokenized assets across commodities, real estate, intellectual property, biotech, and government data.

 

Path to Market

 

Q1-Q2 2026 - Momentum Established

 

·443% revenue growth year over year in the first quarter of 2026.
·SanQtum GPU edge network live in New York and Philadelphia on a zero-trust architecture.
·$60 million registered direct offering closed, bringing working capital to approximately $140 million.
·$120 million in non-dilutive funding anticipated from Scilex Holding Company.
·$800 million in tokenization contracts already signed in 2026.

 

May 30, 2026 - Structured Financing Term Sheet

 

·Term sheet executed for the proposed structured financing transaction to support Datavault AI’s RWA tokenization strategies.

 

H2 2026 - Platform and Infrastructure at Scale

 

·Initial $500 million tranche anticipated to close by the third quarter of 2026 and to be deployed for IDE, International Elements Exchange (IEE), and the anticipated launch of the NYIAX exchange.
·SanQtum network targeted to reach 100 U.S. cities, with approximately 48,000 GPUs targeted for deployment.

 

 

 

 

2027 - Full Capital Deployment

 

·Anticipated closings of tranches two, three, and four of the proposed structured financing transaction.
·Assuming the closing of all tranches and the Company’s ability to arrange financing secured by the collateral base established thereby, the Company anticipates that SanQtum, IDE, International Elements Exchange (IEE), and NYIAX would be fully funded and operational.
·Global exclusivity: the Counterparty’s digital asset tokenization projects handled through Datavault AI’s platform.

 

2030-2033 - Market Leadership

 

·Datavault AI’s patent portfolio of more than 100 issued U.S. patents positions IDE, International Elements Exchange (IEE), SanQtum, and NYIAX as foundational infrastructure across commodities, real estate, intellectual property, biotech, carbon credits, and government data.

 

About Datavault AI Inc.

 

Datavault AI™ (NASDAQ:DVLT) is leading the way in AI-driven data experiences, valuation, and monetization of assets in the Web 3.0 environment. The Company’s cloud-based platform provides comprehensive solutions with a collaborative focus in its Acoustic Sciences and Data Sciences divisions.

 

Datavault AI’s Acoustic Sciences division features WiSA®, ADIO®, and Sumerian® patented technologies and industry-first foundational spatial and multichannel wireless, high- definition sound transmission technologies with intellectual property covering audio timing, synchronization, and multi-channel interference cancellation. The Data Science division leverages the power of Web 3.0 and high-performance computing to provide solutions for experiential data perception, valuation, and secure monetization.

 

Datavault AI’s platform serves multiple industries, including high-performance computing software licensing for sports & entertainment, events & venues, biotech, education, fintech, real estate, healthcare, energy, and more. The Information Data Exchange® enables Digital Twins and the licensing of name, image, and likeness by securely attaching physical real- world objects to immutable metadata, fostering responsible AI with integrity. The Company’s technology suite is fully customizable and offers AI- and machine-learning-based automation, third-party integration, detailed analytics and data, marketing automation, and advertising monitoring.

 

The Company is headquartered in Philadelphia, PA. Learn more about Datavault AI at https://dvlt.ai.

 

 

 

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws) about Datavault AI Inc. (“Datavault AI,” the “Company,” “us,” “our,” or “we”) and our industry that involve risks and uncertainties. Such forward-looking statements include, but are not limited to, statements regarding the proposed transaction described herein, including, without limitation, the proposed issuance of shares of the Company’s capital stock to the Counterparty, the proposed acquisition of interests in the fixed income vehicle, the anticipated secured borrowing facility and the intended use of proceeds thereof, the strategic exclusivity arrangement, the anticipated strategic and financial benefits of the proposed transaction, the expected timeline for negotiation of definitive agreements, completion of due diligence and closing, the anticipated receipt of required shareholder approval and regulatory clearances, the anticipated board composition following the proposed transaction, the Company’s revenue target for full-year 2026, the Company’s market position and competitive strategy in the tokenization sector, and the projected direction and market impacts of regulatory changes with respect to digital assets, and are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain.

 

Readers are cautioned not to place undue reliance on these and other forward-looking statements contained herein.

 

Actual results may differ materially from those indicated by these forward-looking statements as a result of various risks and uncertainties including, but not limited to, the following: failure to negotiate and execute definitive agreements on terms acceptable to the parties, or at all; failure to complete due diligence, including review of the fixed income vehicle and its underlying portfolio, to the satisfaction of the Company; failure to obtain required regulatory approvals, including applicable antitrust clearance, or the imposition of adverse conditions in connection therewith; failure to obtain the required approval of the Company’s shareholders; failure to obtain required consents or waivers under the Company’s existing agreements and debt instruments, including in respect of change of control provisions; failure to obtain a secured borrowing facility on acceptable terms or at all, including the risk that lenders do not accept the fixed income vehicle interests as eligible collateral; decline in the value of the fixed income vehicle interests or the underlying portfolio, including as a result of credit deterioration, rising interest rates, or illiquidity; uncertainty regarding the accounting treatment of the proposed transaction; risks related to the Investment Company Act of 1940, as amended; the non-binding nature of certain provisions of the term sheet, including the right of either party to terminate discussions at any time prior to execution of definitive agreements, with the potential complete loss of the non-refundable $25.0 million structuring expenses to be paid by the Company; delays in the execution of definitive agreements, completion of due diligence, receipt of required approvals, or satisfaction of closing conditions; the potential dilutive effect on existing shareholders of the proposed issuance of shares representing more than 50% of the Company’s current outstanding voting capital stock; risks related to the change of control of the Company that would result from the proposed transaction; risks related to the tax treatment of the proposed transaction; risks related to the Company’s ability to achieve or maintain market leadership in the tokenization sector; changes in market demand for Datavault AI’s services and products; changes in economic, market, or regulatory conditions; risks relating to evolving regulatory frameworks applicable to tokenized assets; risks associated with technological development and integration; and other risks as more fully described in Datavault AI’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025 and other filings available at www.sec.gov, and could cause actual results to vary from expectations.

 

 

 

 

The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. Datavault AI undertakes no obligation to update any forward-looking statements, except as required by law.

 

Industry and Market Data

 

Within this press release, we reference information and statistics regarding the market for our products. We have obtained some of this information and statistics from various independent third-party sources, including independent industry publications, reports by market research firms, and other independent sources. Some data and other information contained in this press release are also based on management’s estimates and calculations, which are derived from our review and interpretation of internal surveys and independent sources. Data regarding the industries in which we compete and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic, and competitive uncertainties beyond our control, but we believe they generally indicate size, position, and market share within this industry. While we believe such information is reliable, we have not independently verified any third-party information. While we believe our internal company research and estimates are reliable, such research and estimates have not been verified by any independent source. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. As a result, you should be aware that market, ranking, and other similar industry data included in this press release, and estimates and beliefs based on that data, may not be reliable.

 

Trademarks, Trade Names, Service Marks, and Copyrights

 

We own or have rights to use various trademarks, tradenames, service marks, and copyrights, which are protected under applicable intellectual property laws. This press release also contains trademarks, tradenames, service marks, and copyrights of other companies, which are, to our knowledge, the property of their respective owners. Solely for convenience, certain trademarks, tradenames, service marks and copyrights referred to in this press release may appear without the ©, ®, and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, tradenames, service marks and copyrights. We do not intend our use or display of other parties’ trademarks, tradenames, service marks, or copyrights to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260531992289/en/

 

Media Contact:

 

marketing@dvlt.ai

Investor Contact:

Edward Barger

VP, Investor Relations

ebarger@dvlt.ai | ir@dvlt.ai

 

Source: Datavault AI Inc.

 

 

FAQ

What structured financing did Datavault AI (DVLT) announce in its 8-K?

Datavault AI announced a non-binding term sheet for a potential $2.0 billion structured financing transaction. The deal would be executed in four tranches of up to $500 million each, exchanging Datavault shares for preferred units in a fixed income investment vehicle valued at about $2.0 billion.

What immediate cash commitment does Datavault AI (DVLT) have under the term sheet?

Datavault AI is obligated to make a non-refundable $25.0 million payment by June 4, 2026. This amount covers administrative, operational, and structuring-related costs for the first tranche and will be funded from the sale of bitcoin and receivables.

How might the Datavault AI (DVLT) structured financing affect existing shareholders?

The proposed transaction could be highly dilutive to existing shareholders. The company may issue shares priced at $1.55 to $2.00 per share, and the filing notes potential issuance of shares representing more than 50% of current outstanding voting capital stock, plus Counterparty board control rights.

What conditions must be satisfied before Datavault AI’s $2.0 billion financing closes?

The transaction faces extensive closing conditions. These include satisfactory due diligence, negotiation of definitive agreements, shareholder approval, antitrust and CFIUS clearances, a charter amendment to increase authorized shares, payment of transaction fees, and a fairness opinion regarding the transaction.

What strategic benefits does Datavault AI (DVLT) highlight from this potential deal?

The company emphasizes both capital access and strategic exclusivity. The structured financing aims to establish a collateral base for a secured borrowing facility, while the Counterparty has agreed to route its global digital asset tokenization and blockchain infrastructure initiatives through Datavault AI’s patented platform.

How does the Datavault AI (DVLT) term sheet affect board control?

The Counterparty would gain increasing board nomination rights with each tranche. Upon closing the final tranche, it would be entitled to nominate enough directors to elect a majority of Datavault AI’s board, implying a change of control if fully executed.

Filing Exhibits & Attachments

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