Datavault AI to Acquire 100% of CyberCatch Shares

Datavault AI and CyberCatch Holdings entered into a binding letter of intent under which Datavault AI and CyberCatch will enter into a definitive agreement for Datavault AI to acquire 100% of CyberCatch in an all-stock transaction structured as a court-approved plan of arrangement under the Business Corporations Act. Under the LOI and subject to a definitive agreement, Datavault AI will acquire 100% of CyberCatch's issued and outstanding common shares in exchange for approximately 49.9 million newly issued shares of Datavault AI common stock at C$5.11 per CyberCatch share, which implies an aggregate value to CyberCatch's issued and outstanding common shares of C$136,843,820. All issued and outstanding CyberCatch securities convertible into or exercisable for CyberCatch common shares will be exchanged for Datavault AI Shares on a cashless exercise basis at a deemed value of US$2.00 per Datavault AI Share. Upon closing of the transaction, subject to customary board, stock exchange, and any necessary regulatory and shareholder approvals, it is anticipated that Datavault AI stockholders will hold approximately 92.48% and CyberCatch shareholders approximately 7.52% of the equity of Datavault AI, on a non-fully diluted basis. It is anticipated that CyberCatch will operate as a subsidiary of Datavault AI from San Diego, California, and CyberCatch founder, Chairman, and CEO Sai Huda will serve as President of the subsidiary, reporting to Nathaniel Bradley, CEO of Datavault AI. Under the binding LOI, holders of CyberCatch's common shares will receive newly issued common shares of Datavault AI as described above, with CyberCatch becoming a wholly-owned subsidiary of Datavault AI. The Datavault AI Shares to be issued are anticipated to be issued in reliance on the exemption from registration under the United States Securities Act of 1933, as amended, provided by Section 3(a)(10), and applicable state securities law exemptions. The transaction is subject to negotiation and execution of a definitive agreement, completion of due diligence, board approvals of both companies, requisite CyberCatch shareholder approval, applicable court approval of the plan of arrangement, and approvals of The Nasdaq Stock Market and the TSX Venture Exchange, as well as other customary closing conditions. The parties have agreed to negotiate a definitive agreement during a 45-day mutual exclusivity period.