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

Datavault AI Inc. (“Datavault AI” or the “Company”) , 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.

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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.

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