Datavault AI Inc., a provider of data monetization, credentialing, digital engagement, and real-world asset (“RWA”) tokenization technologies, 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.