Datavault AI Signs $120 Million Cash Agreement with Scilex
Datavault AI (DVLT) executed a binding term sheet for a cash contribution and revenue participation agreement with Scilex Holding Company (SCLX). The term sheet contemplates that Scilex will make an upfront cash contribution to Datavault AI in the amount of $120,000,000, and, in consideration therefor, Datavault AI will pay to Scilex an amount equal to: 30% of all gross revenues recognized by Datavault AI attributable exclusively to the quantum-ready, zero trust edge network, payable until the aggregate amount of such payments received by Scilex equals $250,000,000; once the Interim Cap is reached, 15% of Network Revenues, payable until the aggregate amount of such payments received by Scilex equals $1,200,000,000; and once the Additional Cap is reached, 5% of Network Revenues. The $120M cash contribution will be used to fund the deployment of Datavault AI's quantum-ready edge network, including build-out, equipment, related working capital, and reasonable overhead expenses directly attributable thereto. It is anticipated that Datavault AI's network will leverage Available Infrastructure's a fleet of high-performance, cybersecure, and quantum-ready micro edge data centers. Each site features Available Infrastructure's SanQtum stack of solutions, including zero trust networking, data storage with quantum-resilient encryption, private sovereign cloud, and GPUs for AI inference at the edge. Available Infrastructure's SanQtum quantum-ready edge network is designed to support advanced AI workloads, high-performance computing, tokenized RWAs, and mission-critical digital services, all protected by quantum-resistant encryption and engineered for future quantum computing compatibility. Datavault AI and Available Infrastructure's initial deployment in New York and Philadelphia is expected to go live in the second quarter of 2026. Datavault AI's new deployment objectives include 25 operational locations within 12 months, 50 within 24 months, and full 100-location coverage within 36 months of closing. Datavault AI and Scilex have agreed to negotiate in good faith and use commercially reasonable efforts to enter into a definitive agreement reflecting the terms set forth in the term sheet and containing such other representations, warranties, covenants, indemnities, conditions, termination rights, and other provisions as are customary for transactions of this type. The Scilex transaction is targeted to close in multiple tranches with the final tranche before the end of 2026. Scilex's revenue participation is structured to align long-term interests while preserving full ownership and upside for Datavault AI shareholders.
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- Spin-Out Initiative: Datavault AI is evaluating the spin-out of its Acoustic Sciences division into a standalone public company named API Media, anticipated to be completed by 2026, aiming to enhance focus and agility for both entities, thereby delivering direct value to shareholders.
- Technological Collaboration and Standardization: The company plans to leverage its API Media acquisition, robust patent portfolio, and partnerships with WiSA and Dolby to establish global industry standards in high-definition wireless transmission and spatial audio control, thereby strengthening its competitive position in the rapidly evolving acoustic market.
- Financial Advisory Engagement: Datavault AI has engaged Houlihan Lokey as its financial advisor and Paul Hastings LLP as its legal advisor to ensure a smooth spin-out process, while negotiating with investment banks to secure the best terms to support its strategic objectives.
- Market Potential and Revenue Expectations: The Acoustic Sciences division's technologies have been successfully deployed at major events like the Kentucky Derby, which is expected to drive future revenue growth, particularly in large enterprise and high-growth markets, further enhancing the company's market position.
- Impact of Discounted Offering: Datavault AI's share offering priced at $0.55 represents a 25% discount from Friday's closing price of $0.74, resulting in nearly a 10% drop in pre-market trading, indicating weakened investor sentiment.
- Acquisition Plan Details: The company signed a letter of intent last week to acquire approximately 26.8 million shares of CyberCatch in exchange for about 49.9 million new Datavault shares, valuing the deal at approximately C$136.8 million, showcasing Datavault's proactive business expansion strategy.
- Compliance Challenge: Datavault has been trading below the Nasdaq's $1 minimum bid requirement since January 12, 2026, and faces a compliance deadline of August 24, 2026, risking delisting if it fails to regain compliance.
- Planned Use of Funds: The offering is expected to raise about $60 million, which will be allocated to expanding the quantum-ready GPU edge network and infrastructure buildout, aiming to meet the growing demand for AI infrastructure and enhance the company's competitive position in the market.
- Stock Offering Scale: Datavault AI has entered into a definitive agreement with institutional investors to sell 109,090,910 shares of common stock, expected to generate approximately $60 million in gross proceeds, providing essential funding for future growth.
- Clear Use of Funds: The net proceeds from this offering will be allocated towards deploying the company's quantum-ready graphics processing unit edge network, including infrastructure build-out and equipment purchases, as well as working capital and general corporate purposes, ensuring operational flexibility.
- Transaction Timeline: The stock offering is expected to close around May 5, marking a proactive move in the capital markets aimed at strengthening the company's financial foundation and competitive position.
- Positive Market Outlook: This financing will enable Datavault AI to accelerate the development and application of its quantum computing technologies, further solidifying its market position in AI and quantum-resistant cybersecurity.
- Offering Size: Datavault AI has entered into a definitive agreement to sell 109,090,910 shares of common stock, expected to raise approximately $60 million, which will be allocated towards deploying the company's quantum-ready GPU edge network, significantly enhancing its technological infrastructure.
- Market Positioning: CEO Nathaniel T. Bradley stated that this financing will enable the company to capture the growing demand for AI infrastructure, thereby allowing Datavault AI to scale its operations across key markets and enhance its competitive edge.
- Registration Statement: The share offering is based on a Form S-3 registration statement filed on March 20, 2026, with the closing anticipated around May 5, 2026, subject to customary closing conditions, ensuring timely access to capital.
- Technological Advancement: The quantum-ready GPU edge network is set to support high-performance data processing and real-time analytics, expected to provide robust computing capabilities for clients in financial services, media, and life sciences, driving long-term growth for the company.
- Acquisition Overview: Datavault AI Inc. has signed a binding letter of intent to acquire CyberCatch Holdings in an all-stock transaction valued at approximately C$136.8 million, reflecting its strategic intent to expand AI-driven and quantum-resistant cyber risk mitigation capabilities.
- Share Issuance Details: Under the proposed deal, Datavault AI will issue about 49.9 million shares at C$5.11 each to acquire all outstanding CyberCatch shares, with Datavault AI shareholders expected to own approximately 92.48% of the combined entity post-transaction.
- Subsidiary Operations: Following the acquisition, CyberCatch will operate as a subsidiary based in San Diego, with CEO Sai Huda leading the unit as president and reporting to Datavault AI CEO Nathaniel T. Bradley, indicating a focus on leadership integration.
- Market Demand Drivers: The deal aims to integrate CyberCatch’s AI-enabled cyber risk and compliance platform into Datavault AI’s secure GPU ecosystem to address the growing demand for advanced cybersecurity solutions and prepare for the anticipated shift to post-quantum cryptography.

- Ownership Stake: CyberCatch shareholders will own 7.52% of DataVault AI post-closing.
- Transaction Details: The ownership transfer is part of a larger transaction involving DataVault AI and CyberCatch.








