Datavault AI guarantees $833K merger bridge loan
Rhea-AI Filing Summary
Datavault AI Inc. entered into a Guarantee Bridge Loan Agreement dated July 17, 2026, in connection with its planned merger with NYIAX, Inc. Abri Capital LTD will provide NYIAX with a short-term bridge loan facility of up to $833,333, and Datavault AI acts as guarantor.
The commitment carries a 10% original issue discount on each advance and bears 13% annual interest, increasing to 18% annually on amounts due if the guarantor fails to pay or perform or upon an Event of Default. Proceeds are designated for merger-related transaction expenses, legal and regulatory costs, employee obligations, and working capital required to complete the merger.
The outstanding principal and accrued interest are due by September 11, 2026, but the entire balance, including all accrued interest, becomes immediately due and payable upon closing of the merger and must be fully repaid within three days after closing. The agreement includes customary conditions to funding, representations, warranties, covenants, indemnities, and events of default, and creates a guaranteed financial obligation for Datavault AI related to financing the NYIAX transaction.
Positive
- None.
Negative
- None.
Filing Explained
The July 17 agreement establishes a conditional borrowing facility, not evidence that the full
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
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 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Bridge loan commitment: $833,333
Original issue discount: 10%
Interest rate: 13% per year
+3 more
6 metrics
Bridge loan commitment
$833,333
Aggregate principal amount of the short-term bridge loan facility
Original issue discount
10%
Discount applied to the principal amount of each advance under the facility
Interest rate
13% per year
Annual interest rate on the bridge loan under normal conditions
Default interest rate
18% per year
Annual interest rate on amounts due upon failure to pay or an Event of Default
Maturity date
September 11, 2026
Date by which outstanding principal and full interest on the loan are due
Repayment after merger closing
3 days
Timeframe to fully repay the loan after closing of the NYIAX merger
Key Terms
bridge loan facility, original issue discount, Event of Default, Guarantee Bridge Loan Agreement, +1 more
5 terms
bridge loan facility financial
"the Lender will provide the Borrower with a short-term bridge loan facility"
A bridge loan facility is short-term financing that helps a company cover an immediate cash need while it arranges longer-term funding, like a temporary bridge spanning a river until a permanent road is built. For investors, it matters because it signals short-term liquidity pressure or planned transactions, can carry higher interest or fees, and may affect future equity or debt terms if the company must refinance, dilute shares, or accept tighter covenants.
original issue discount financial
"the Commitment shall be subject to an original issue discount of 10% of the principal"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
Event of Default financial
"upon failure by the Guarantor to pay or perform or the occurrence of an Event of Default"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
Guarantee Bridge Loan Agreement financial
"entered into a Guarantee Bridge Loan Agreement among the Company, the Lender, and the Borrower"
off-balance sheet arrangement financial
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement"
An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What bridge loan facility did Datavault AI (DVLT) guarantee for the NYIAX merger?
Datavault AI guaranteed a short-term bridge loan facility of up to $833,333 for NYIAX, Inc. The loan supports merger-related expenses, including transaction costs, legal and regulatory fees, employee obligations, and working capital required to complete the merger between the two companies.
What interest rates apply to the Datavault AI (DVLT) guaranteed bridge loan?
The bridge loan bears 13% interest per year under normal conditions. If Datavault AI fails to pay or perform, or upon an Event of Default, all amounts then due accrue interest at an increased rate of 18% per year until paid.
When must the Datavault AI (DVLT) guaranteed bridge loan be repaid?
Outstanding principal and full interest are due by September 11, 2026. If the NYIAX merger closes earlier, the entire balance, including accrued but unpaid interest, becomes immediately due and must be fully repaid within three days after the merger closing.
How will proceeds of the Datavault AI (DVLT) bridge loan facility be used?
Proceeds from the up to $833,333 bridge loan facility will fund transaction-related expenses, legal fees, regulatory costs, employee obligations, and working capital needs that are necessary to complete the planned merger between Datavault AI Inc. and NYIAX, Inc.
What obligations does Datavault AI (DVLT) take on under the Guarantee Bridge Loan Agreement?
Datavault AI acts as guarantor of the NYIAX bridge loan, creating a guaranteed financial obligation tied to the facility. The agreement includes customary representations, warranties, covenants, indemnification provisions, and events of default affecting the company’s obligations.
What are the key structural features of the Datavault AI (DVLT) bridge loan facility?
The facility allows multiple draws up to $833,333 on a dollar-for-dollar basis and applies a 10% original issue discount on each advance. It is designed as a short-term bridge to cover costs required to close the NYIAX merger.
AI-generated analysis. How Rhea-AI works. Not financial advice.
