PHILADELPHIA, PA — Datavault AI Inc. (NASDAQ: DVLT) said it has signed a non-binding term sheet for a proposed $2 billion structured financing transaction that could provide funding for its digital asset and tokenization businesses while ultimately giving the investor group majority control of the company’s board.
The proposed transaction, disclosed by the Nasdaq-listed company, would involve the issuance of Datavault AI shares at a price between $1.55 and $2.00 per share in exchange for interests in an investment vehicle backed by approximately $2 billion in fixed-income securities contributed by an institutional investment fund and a U.K.-based regulated investment platform.
If completed, the deal would establish a collateral base that Datavault AI intends to use to secure financing for its planned digital asset exchange operations.
The proposal remains subject to definitive agreements, due diligence, shareholder approval, regulatory reviews, a fairness opinion and other closing conditions. The parties are not obligated to complete the transaction.
A key provision of the term sheet would grant the investor group exclusive use of Datavault AI’s platform for all of its global digital asset tokenization and blockchain infrastructure projects, unless otherwise agreed.
The financing would be structured in four tranches of up to $500 million each. Datavault AI said the first tranche is targeted for completion during the third quarter of 2026.
Under the proposed governance structure, the investor group would gain the right to nominate one director to replace an existing board member upon the closing of each tranche. Following completion of the fourth tranche, the investors would gain the ability to nominate an additional director, giving them sufficient voting power to elect a majority of the company’s nine-member board.
Datavault AI is also required under the term sheet to pay $25 million in administrative, operational and structuring costs for each tranche. The company said it had a binding obligation to make the first non-refundable $25 million payment by June 4, with funding expected to come from bitcoin sales and receivables.
Chief Executive Officer Nathaniel T. Bradley described the proposed transaction as an opportunity to accelerate the company’s expansion in tokenized assets and blockchain infrastructure.
“This is a major milestone and recognition of Datavault AI’s capabilities,” Bradley said. “The proposed structured financing transaction, if completed, would provide the opportunity to scale at the speed this regulated market demands.”
The company said proceeds would be directed toward three priorities: expanding its SanQtum distributed GPU network, accelerating development of its Information Data Exchange, International Elements Exchange and NYIAX platforms, and paying down existing debt.
Datavault AI said its SanQtum network is currently operating in New York and Philadelphia and that it aims to deploy approximately 48,000 GPUs across 100 U.S. cities by the end of 2026.
The company also cited growth in its operating business, reporting first-quarter revenue growth of 443% year over year and maintaining a full-year 2026 revenue target of at least $200 million.
Datavault AI said it has signed approximately $800 million in tokenization-related contracts during 2026 and expects an additional $120 million in anticipated non-dilutive funding from Scilex Holding Company.
The company framed the financing proposal as part of its broader effort to expand its position in the tokenization market, which it said could grow substantially over the next decade. Datavault AI’s business includes data monetization, credentialing, digital engagement and real-world asset tokenization technologies.
No timeline has been provided for the execution of definitive agreements, and the company cautioned that there can be no assurance the transaction will be completed.
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