Datavault AI Announces Merger to Acquire BankWyse (SPDI)

What Happened

• Datavault AI Inc. (DVLT) filed an 8-K on August 19, 2026 announcing it entered into an Agreement and Plan of Merger to acquire WDT, LLC, the parent of Wyoming Deposit & Transfer Corp. (d/b/a BankWyse), a Wyoming special purpose depository institution (SPDI) charter holder. The merger will be effected by merging WDT into DVLT Merger Sub LLC, a wholly owned subsidiary, with Merger Sub surviving as a wholly owned subsidiary of Datavault AI.
• Consideration at closing is valued at approximately $22.0 million: about $14.66 million in Datavault common stock and $7.34 million in cash, subject to adjustment. The agreement also provides contingent additional consideration of up to $10.0 million (two $5.0M tranches payable 50% cash / 50% stock for regulatory authorization and revenue milestones). Datavault agreed to provide up to $35.0 million of funding to BankWyse ($5.0M at closing and $30.0M thereafter per a schedule). Closing is subject to customary conditions, including approval or non‑objection by the Wyoming Division of Banking; the agreement includes a termination date of September 30, 2026 (subject to certain extensions).

Key Details

• Total initial merger consideration: ~ $22.0M (≈ $14.66M stock + $7.34M cash); up to $10.0M earn‑out contingent on regulatory approval and revenue targets.
• Committed funding to BankWyse: $35.0M total ( $5.0M at closing; $30.0M post‑closing per schedule).
• Liability treatment: Datavault will pay up to $3.0M of specified closing liabilities and assume up to $3.5M of specified assumed liabilities payable within 90 days after closing.
• Regulatory and timing: Closing requires Wyoming Division of Banking approval for the change of control; deal must close by Sept 30, 2026 unless extended. Datavault will file a resale registration statement within five business days after closing for the stock issued as consideration.

Why It Matters

• This transaction would add a Wyoming SPDI (BankWyse) to Datavault’s holdings, potentially enabling the company to offer or integrate bank-like services subject to regulatory approvals. For investors, the deal involves both equity issuance (~$14.66M in stock) and material cash commitments (initial cash consideration plus up to $35M of funding), which can dilute existing shareholders and affect cash resources.
• The deal is contingent on regulatory approval and achievement of post‑closing milestones; those conditions create execution risk and timing uncertainty. The registration of consideration shares and additional registration rights mean the new shares will likely become resellable after closing, which could increase share supply on the market.