{"url_path":"/sec/dvlt/8-k/2026-06-04/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","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":845,"has_tables":true,"body_markdown":"**Item 7.01. Regulation FD Disclosure.**\n\n \n\nOn June 1, 2026, the Company issued a press release\nannouncing the execution of the Term Sheet and the proposed terms and conditions of the Transaction described in Item 1.01 of this Current\nReport on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.\n\n \n\nThe information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1\nattached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange\nAct of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed\nincorporated by reference into any filing by Datavault, under the Securities Act of 1933, as amended (the “Securities Act”),\nor the Exchange Act, except as expressly set forth by specific reference in such filing.\n\n  \n\n**Cautionary Note Regarding Forward-Looking\nStatements**\n\n \n\nThis Current Report on Form 8-K contains “forward-looking\nstatements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities\nAct, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include,\nwithout limitation, statements regarding the completion of the Transaction, the satisfaction of customary closing conditions related to\nthe Transaction, the acquisition of preferred units in the investment vehicle and the potential establishment of a collateral base and\nrelated secured borrowing facility. In some cases, you can identify forward-looking statements because they contain words such as “may,”\n“will,” “should,” “expects,” “intends,” “plans,” “anticipates,”\n“believes,” “estimates,” “projects,” “potential,” or “continue,” or the negative\nof these terms or other comparable terminology. The absence of these words does not mean that a statement is not forward-looking. Such\nforward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its\nmanagement, are inherently uncertain.\n\n \n\n \n\n \n\n \n\nActual results may differ materially from those\nindicated by these forward-looking statements as a result of various risks and uncertainties, including, without limitation: failure to\nnegotiate and execute definitive agreements on terms acceptable to the parties, or at all; failure to complete due diligence, including\nreview of the investment vehicle and its underlying portfolio, to the satisfaction of the Company; failure to obtain required regulatory\napprovals, including applicable antitrust clearance and any required CFIUS clearance, or the imposition of adverse conditions in connection\ntherewith; failure to obtain the required approval of the Company’s stockholders; failure to obtain required consents or waivers\nunder the Company’s existing agreements and debt instruments, including in respect of change of control provisions; failure to obtain\na secured borrowing facility on acceptable terms or at all, including the risk that lenders do not accept the investment vehicle interests\nas eligible collateral; decline in the value of the investment vehicle interests or the underlying portfolio, including as a result\nof credit deterioration, rising interest rates, or illiquidity; uncertainty regarding the accounting treatment of the Transaction; risks\nrelated to the Investment Company Act of 1940, as amended; the non-binding nature of certain provisions of the Term Sheet, including the\nright of either party to terminate discussions at any time prior to execution of definitive agreements, with the potential complete loss\nof the non-refundable $25.0 million payment to be made by the Company for structuring and other expenses of the Counterparty; delays in\nthe execution of definitive agreements, completion of due diligence, receipt of required approvals, or satisfaction of closing conditions;\nthe potential dilutive effect on existing stockholders of the proposed issuance of shares representing more than 50% of the Company’s\ncurrent outstanding voting capital stock; risks related to the change of control of the Company that would result from the Transaction;\nrisks related to the tax treatment of the Transaction; risks related to the Company’s ability to achieve or maintain market leadership\nin the tokenization sector; changes in market demand for the Company’s services and products; changes in economic, market, or regulatory\nconditions; risks related to evolving regulatory frameworks applicable to tokenized assets; risks associated with technological development\nand integration; and other risks and uncertainties as more fully described in the Company’s filings with the SEC, including its\nAnnual 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\nare available on the SEC’s website at www.sec.gov.\n\n \n\nReaders are cautioned not to place undue reliance\non these and other forward-looking statements contained herein. The forward-looking statements made in this Current Report on Form 8-K\nrelate only to events as of the date on which the statements are made. The Company undertakes no obligation to update any forward-looking\nstatements 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\nor to reflect new information or the occurrence of unanticipated events, except as required by law. The Company’s forward-looking\nstatements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments it may\nmake."}