DVLT · Datavault AI Inc.

Summary

Datavault AI Inc. entered into an Agreement and Plan of Merger dated March 18, 2026, with DVLT Merger Sub, Inc. and NYIAX, Inc., under which Merger Sub will merge into NYIAX, making it a wholly-owned subsidiary, in exchange for 78,947,368 shares of Datavault AI common stock. The shares are unregistered securities issued in reliance on exemptions under Section 4(a)(2) and Rule 506 of Regulation D.

Key takeaways

• Merger Agreement dated March 18, 2026, between Datavault AI Inc., DVLT Merger Sub, Inc., and NYIAX, Inc.
• Merger Consideration: 78,947,368 shares of Datavault AI common stock (par value $0.0001) to NYIAX equity holders.
• NYIAX survives as wholly-owned subsidiary of Datavault AI post-merger.
• Additional 10,000,000 shares if reverse stock split announced within 120 days of agreement.
• Earn-Out: 13,000,000 shares to NYIAX stockholders upon Trading Market Transaction within 12 months post-closing.
• Two NYIAX-nominated directors to join Datavault AI board at closing.
• Customary closing conditions; termination possible after 90 days from signing.