{"url_path":"/sec/dvlt/8-k/2026-06-04/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1682149/0001104659-26-070584-index.html","accession_number":"0001104659-26-070584","cik":"0001682149","ticker":"DVLT","issuer_name":"Datavault AI Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1682149/0001104659-26-070584-index.html","primary_entity_key":"0001682149","primary_entity_name":"Datavault AI Inc."},"word_count":500,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive\nAgreement.**\n\n  \n\nOn May 30, 2026, Datavault AI Inc. (the “Company”)\nentered into a non-binding (except for certain provisions thereof) term sheet with Helmex Global LLP (the “Term Sheet”) relating\nto a potential $2.0 billion structured financing transaction (the “Transaction”) with Helmex Financial\nLLP and/or Helmex Global LLP and/or one or more of their respective affiliates (together, the “Counterparty”) anticipated\nto operate through an institutional investment fund and be structured across four successive tranches of up to $500 million in value for each tranche.\n\n \n\nThe Company has a binding\nobligation under the Term Sheet to make a non-refundable payment to the Counterparty in the amount of $25.0 million no later than June\n4, 2026, which is to be used by the Counterparty to fund administrative, operational, and structuring-related costs and expenses in connection\nwith the first tranche of the Transaction. The Term Sheet contemplates that the Company will pay an additional transaction fee of $25.0\nmillion in administrative, operational, and structuring-related costs and expenses for each additional tranche.\n\n \n\nThe Term Sheet contemplates\na potential $2.0 billion structured financing transaction, pursuant to which the Company may issue shares of its capital stock at a purchase\nprice 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\nthat upon the closing of each tranche, the Counterparty would be entitled to nominate one additional director to the Company’s Board\nof Directors (the “Board”).\n\n \n\nConsummation of the Transaction\nis subject to, among other things: (i) completion of due diligence satisfactory to the Company and the Counterparty; (ii) negotiation\nand execution of definitive agreements; (iii) approval by the Company’s stockholders; (iv) receipt of applicable regulatory approvals,\nincluding antitrust clearance and any required clearance from the Committee on Foreign Investment in the United States (“CFIUS”);\n(v) an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s\ncapital stock, if required; (vi) receipt by the Board of a fairness opinion with respect to the Transaction; (vii) payment of the applicable\ntransaction fees; and (viii) the completion and acceptance of the independent valuation of the preferred units.\n\n \n\nThe Term Sheet is non-binding except with respect\nto certain limited provisions, including the fee obligation described above, and may be terminated by either party at any time, subject\nto such binding provisions. There can be no assurance that definitive agreements will be executed or that the Transaction will be consummated\non the terms described herein or at all. \n\n \n\nThe foregoing summary of the Term Sheet does\nnot 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\nof 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\nto this Current Report on Form 8-K."}