false 0001682149 0001682149 2026-05-30 2026-05-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event
reported): May 30, 2026 Datavault AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38608 30-1135279 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) One Commerce Square , 2005
Market Street, Suite 2400 , Philadelphia , PA 19103 (Address of Principal Executive
    Offices) (Zip Code) ( 408 ) 627-4716 (Registrant’s telephone
number, including area code) Not applicable (Former Name or former address if changed
from last report.) Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b)
of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share DVLT The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 1.01. Entry into a Material Definitive
Agreement. On May 30, 2026, Datavault AI Inc. (the “Company”)
entered into a non-binding (except for certain provisions thereof) term sheet with Helmex Global LLP (the “Term Sheet”) relating
to a potential $2.0 billion structured financing transaction (the “Transaction”) with Helmex Financial
LLP and/or Helmex Global LLP and/or one or more of their respective affiliates (together, the “Counterparty”) anticipated
to operate through an institutional investment fund and be structured across four successive tranches of up to $500 million in value for each tranche. The Company has a binding
obligation under the Term Sheet to make a non-refundable payment to the Counterparty in the amount of $25.0 million no later than June
4, 2026, which is to be used by the Counterparty to fund administrative, operational, and structuring-related costs and expenses in connection
with the first tranche of the Transaction. The Term Sheet contemplates that the Company will pay an additional transaction fee of $25.0
million in administrative, operational, and structuring-related costs and expenses for each additional tranche. The Term Sheet contemplates
a potential $2.0 billion structured financing transaction, pursuant to which the Company may issue shares of its capital stock at a purchase
price 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
that upon the closing of each tranche, the Counterparty would be entitled to nominate one additional director to the Company’s Board
of Directors (the “Board”). Consummation of the Transaction
is subject to, among other things: (i) completion of due diligence satisfactory to the Company and the Counterparty; (ii) negotiation
and execution of definitive agreements; (iii) approval by the Company’s stockholders; (iv) receipt of applicable regulatory approvals,
including antitrust clearance and any required clearance from the Committee on Foreign Investment in the United States (“CFIUS”);
 (v) an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s
capital stock, if required; (vi) receipt by the Board of a fairness opinion with respect to the Transaction; (vii) payment of the applicable
transaction fees; and (viii) the completion and acceptance of the independent valuation of the preferred units. The Term Sheet is non-binding except with respect
to certain limited provisions, including the fee obligation described above, and may be terminated by either party at any time, subject
to such binding provisions. There can be no assurance that definitive agreements will be executed or that the Transaction will be consummated
on the terms described herein or at all. The foregoing summary of the Term Sheet does
not 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
of 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
to this Current Report on Form 8-K. Item 7.01. Regulation FD Disclosure. On June 1, 2026, the Company issued a press release
announcing the execution of the Term Sheet and the proposed terms and conditions of the Transaction described in Item 1.01 of this Current
Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1
attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed
incorporated by reference into any filing by Datavault, under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as expressly set forth by specific reference in such filing. Cautionary Note Regarding Forward-Looking
Statements This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities
Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include,
without limitation, statements regarding the completion of the Transaction, the satisfaction of customary closing conditions related to
the Transaction, the acquisition of preferred units in the investment vehicle and the potential establishment of a collateral base and
related secured borrowing facility. In some cases, you can identify forward-looking statements because they contain words such as “may,”
“will,” “should,” “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” “projects,” “potential,” or “continue,” or the negative
of these terms or other comparable terminology. The absence of these words does not mean that a statement is not forward-looking. Such
forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its
management, are inherently uncertain. Actual results may differ materially from those
indicated by these forward-looking statements as a result of various risks and uncertainties, including, without limitation: failure to
negotiate and execute definitive agreements on terms acceptable to the parties, or at all; failure to complete due diligence, including
review of the investment vehicle and its underlying portfolio, to the satisfaction of the Company; failure to obtain required regulatory
approvals, including applicable antitrust clearance and any required CFIUS clearance, or the imposition of adverse conditions in connection
therewith; failure to obtain the required approval of the Company’s stockholders; failure to obtain required consents or waivers
under the Company’s existing agreements and debt instruments, including in respect of change of control provisions; failure to obtain
a secured borrowing facility on acceptable terms or at all, including the risk that lenders do not accept the investment vehicle interests
as eligible collateral; decline in the value of the investment vehicle interests or the underlying portfolio, including as a result
of credit deterioration, rising interest rates, or illiquidity; uncertainty regarding the accounting treatment of the Transaction; risks
related to the Investment Company Act of 1940, as amended; the non-binding nature of certain provisions of the Term Sheet, including the
right of either party to terminate discussions at any time prior to execution of definitive agreements, with the potential complete loss
of the non-refundable $25.0 million payment to be made by the Company for structuring and other expenses of the Counterparty; delays in
the execution of definitive agreements, completion of due diligence, receipt of required approvals, or satisfaction of closing conditions;
the potential dilutive effect on existing stockholders of the proposed issuance of shares representing more than 50% of the Company’s
current outstanding voting capital stock; risks related to the change of control of the Company that would result from the Transaction;
risks related to the tax treatment of the Transaction; risks related to the Company’s ability to achieve or maintain market leadership
in the tokenization sector; changes in market demand for the Company’s services and products; changes in economic, market, or regulatory
conditions; risks related to evolving regulatory frameworks applicable to tokenized assets; risks associated with technological development
and integration; and other risks and uncertainties as more fully described in the Company’s filings with the SEC, including its
Annual 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
are available on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance
on these and other forward-looking statements contained herein. The forward-looking statements made in this Current Report on Form 8-K
relate only to events as of the date on which the statements are made. The Company undertakes no obligation to update any forward-looking
statements 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
or to reflect new information or the occurrence of unanticipated events, except as required by law. The Company’s forward-looking
statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments it may
make. Item 9.01. Financial
Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release, dated June 1, 2026 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) SIGNATURES Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 4, 2026 DATAVAULT AI INC. By: /s/ Nathaniel Bradley Name: Nathaniel Bradley Title: Chief Executive Officer

Datavault AI Inc. signed a non-binding term sheet with Helmex Global LLP on May 30, 2026, for a potential $2 billion structured financing transaction across four $500 million tranches, with a required $25 million non-refundable payment due by June 4, 2026. This matters because the non-refundable upfront payment and non-binding nature of the agreement present significant financial and execution risks.

On May 30, 2026, Datavault AI Inc. entered into a material definitive agreement by signing a non-binding term sheet with Helmex Global LLP regarding a potential $2 billion structured financing transaction. This transaction is structured to occur across four successive tranches, each valued up to $500 million, and is anticipated to involve Helmex Financial LLP and/or its affiliates. A significant aspect of this agreement includes a binding obligation for Datavault to make a non-refundable payment of $25 million by June 4, 2026, which will assist the Counterparty with their administrative and operational expenses. This financing is expected to significantly enhance Datavault's financial capabilities and could facilitate further strategic growth initiatives.

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