Datavault AI Inc. (the "Company"), DVLT Merger Sub LLC, a wholly owned subsidiary of the Company ("Merger Sub"), and WDT, LLC, a Wyoming limited liability company ("WDT"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated August 19, 2026. WDT is the parent company of Wyoming Deposit & Transfer Corp., d/b/a BankWyse ("BankWyse"), a Wyoming special purpose depository institution ("SPDI") charter holder. Pursuant to the provisions of the Merger Agreement, on the closing date (the "Closing Date"), (i) WDT will merge with and into Merger Sub (the "Merger"), the separate corporate existence of WDT will cease and Merger Sub will continue as the surviving company and a wholly owned subsidiary of the Company, and (ii) the Company will pay to WDT equity holders aggregate consideration valued at approximately $22.0 million, consisting of approximately $14.66 million in shares of the Company’s common stock, par value $0.0001 per share (the "Common Stock"), and $7.34 million in cash, subject to adjustment as set forth in the Merger Agreement.

 

The Merger Agreement also provides for contingent additional consideration of up to $10.0 million. Subject to the terms and conditions of the Merger Agreement, the Company will be required to pay (i) $5.0 million, payable 50% in cash and 50% in shares of Common Stock, upon BankWyse obtaining regulatory authorization to commence customer-facing operations under its Wyoming SPDI charter, and (ii) an additional $5.0 million, payable 50% in cash and 50% in shares of Common Stock, upon the achievement of specified revenue targets.