Datavault AI Announces Board of Directors Has Requested Management’s Complete Plan for Dividend Spin-Out of Acoustic Sciences Division into Stand-Alone Public Company

Datavault AI Inc. (“Datavault AI” or the “Company”) (NASDAQ:DVLT), a pioneering technology licensing company seeking to redefine data valuation, monetization, and secure Web 3.0 experiences, today announced that Company management has commenced its evaluation of a potential dividend spin-out of the Company’s Acoustic Sciences division which includes its ADIO®, WiSA®, Event Citadel™, and API Media operations into a new stand-alone public company, which is proposed to be named “API Media”. The Company has reserved the ticker symbol “ADIO” for the proposed spin-out entity and currently intends that API Media will be listed on NASDAQ following completion of the proposed transactions, which remain subject to approval by the Company’s board of directors, definitive agreement, and satisfaction of closing conditions, as well as any regulatory approvals that may be required in connection therewith.

The Company has engaged Houlihan Lokey as its financial advisor and Paul Hastings LLP as its legal advisor in connection with the proposed transaction. The Company has interviewed interested investment banks and will be naming the banking partner after negotiating the best terms for Datavault AI.

The Company expects the proposed creation of API Media to result in the creation of a dedicated, publicly traded entity focused on acoustic technologies and live events, while enabling Datavault AI to sharpen its focus on its core AI-driven data monetization platforms. It is currently anticipated that, if the proposed transaction were to be approved and completed, Datavault AI shareholders would receive shares of API Media as a dividend, providing them with direct ownership in both Datavault AI and API Media, and unlocking additional value from the Acoustic Sciences division’s growing portfolio patents and its development of new technologies targeted at interoperability and communications in large enterprise and high growth markets.

“We are excited to unlock the full potential of our Acoustic Sciences division by exploring a potential spin-out as API Media, a stand-alone public company that we anticipate will thrive independently on NASDAQ under the ticker ADIO,” said Nathaniel T. Bradley, CEO of Datavault AI. “This proposed dividend spin-out is designed to deliver immediate value to our shareholders while allowing both organizations to pursue their distinct missions with greater focus and agility. We have the utmost confidence in leadership to drive our Acoustic Sciences platform forward as it capitalizes on the booming events marketplace and next-generation acoustic technologies. We’re happy to now be looking at the company through the proper viewpoint of maximization of value for our shareholders. Management believes the Acoustic Division’s focus on creating social interoperable communication between drones, robots, and their human handlers along with building a new standard in audio transmission and spatial audio control is a mission worthy of dedicated valuation, management and governance. The ADIO technology creating private, secure non-invasive advertising, experiential and web 3.0 advertising will also be a tremendous revenue generative capability as proven by our recent successes.

Bradley went on to say, “We believe, the Data Sciences Division, and DVLT are extremely special in that it rivals NYSE and OKX in a transaction valued at approximately $25 billion. We enjoy the freedom to operate on patented capabilities with a cybersecure and compliant trading platform that will be upon its launch, second to none. The additional advantage of our planning for our spin out of our Acoustic Division is that our solid focus on creating the greatest tokenization platform on the planet in our Data Division is unleashed in this move. We are genuinely excited about what comes next at Datavault AI regarding both our exceptional divisions. API Media’s culture of excellence, superior customer focused quality, and their winning ways will always endure in the company now and in both companies into the future.”

Targeted Timeline

Datavault AI’s Board of Directors has directed management to begin the planning process with a targeted completion date to coincide with close of its 2026 operations. This target is subject to many factors and regulatory compliance approvals from multiple organizations that may require a longer duration to complete. These factors are the focal point of management’s planning and subsequent execution with aim of concluding all necessary components of the transaction on or before the conclusion of 2026 operations with our partners.

Valuation

Datavault AI has selected partners Houlihan Lokey and with long tenures and respect in the fields of securities and public market valuation, management believes the current market capitalization doesn’t reflect the independent value of each of the divisions of the company. The planning for the spin-off of the Acoustic Division contemplates a value proposition and the Data Division presents another. Both require licensing and operational compliance that makes the separation both economical and advantageous for both divisions of the company.

Acoustic Division Delivers Proven Sound Technology at Top Events: The Acoustic Division has successfully completed technology delivery for technology, network, sound and audio systems at the Kentucky Derby this past weekend. The team is now on site for the deployment at the 2026 PGA Championship at Aronimink Golf Club. These milestones build on the division’s established work with major sports and entertainment venues. Key highlights include the deployment of WiSA®, ADIO®, and Sumerian® wireless audio technologies that deliver clear, high-definition sound to large audiences without the need for complex wiring. This practical technology improves the experience for fans at live events and venues.

Data Division Achieves Tangible Milestones in Data Solutions: The Data Division continues to make steady progress in helping organizations understand, protect, and earn value from their data. Key highlights include signing $750 million in tokenization contracts in Q1 2026, generating approximately $77 million in associated fees — building toward the Company’s full-year 2026 revenue guidance of at least $200 million — and the rollout of secure edge computing infrastructure in major cities. The division also supports real-world applications such as credential verification, digital asset tracking, and secure data partnerships across sports, entertainment, finance, and other industries. These efforts are backed by completed projects and partnerships that turn data into practical business value and liquidity.

About Datavault AI

Datavault AI™ (NASDAQ:DVLT) is a Philadelphia-based artificial intelligence and data infrastructure company building enterprise-grade computing platforms for high-performance data processing, edge GPU deployment, and quantum-ready network architectures. The Company’s quantum-ready edge GPU fleet, running on Available Infrastructure’s SanQtum AI platform, delivers distributed GPU infrastructure across U.S. metropolitan markets, supporting AI inference workloads, real-time data analytics, and secure enterprise computing for customers across financial services, sports, media, and life sciences.

Through its Acoustic Sciences and Data Science divisions, Datavault AI develops patented technologies and applications, including WiSA®, ADIO®, and Sumerian® acoustic infrastructure and a portfolio of data-licensing and analytics solutions. The Company also operates platforms supporting digital asset licensing and data-monetization workflows for enterprise clients.

Datavault AI is headquartered in Philadelphia, Pennsylvania, with operations supporting customers across North America. For more information about Datavault AI Inc., visit www.dvlt.ai

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, the Company’s evaluation of a potential dividend spin-out of its Acoustic Sciences division, the intention to list the new stand-alone company on NASDAQ, the expected structure of the proposed transaction, including the anticipated distribution of shares to Company shareholders as a dividend; the expected strategic, operational, and financial benefits of the transaction, including unlocking additional value from the Acoustic Sciences division and enabling the Company to sharpen its focus on its AI-driven data monetization platforms, the anticipated completion of the proposed spin-out transaction within the 2026 operating calendar, the Company’s intended selection of an investment banking partner for the proposed transaction, and the Company’s broader strategy of building a scalable, revenue-generating AI infrastructure platform. 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: the risk that the Company’s board of directors may ultimately determine not to proceed with the proposed transaction; the failure to negotiate, finalize, and execute a definitive transaction agreement; the inability to satisfy the conditions to the closing of the proposed transaction on the anticipated schedule or at all; the failure to obtain any necessary regulatory approvals, clearances, or NASDAQ listing approval for the new entity; the risk that the proposed transaction may not be completed in a manner that achieves the intended tax treatment; the possibility that the anticipated benefits of the spin-out, including the expected unlocking of value and enhanced strategic focus, will not be realized; the potential diversion of management’s attention and resources from the Company's ongoing business operations; the costs and expenses associated with evaluating and executing the proposed transaction; risks related to the Company’s ability to select and engage an investment banking partner for the proposed transaction on commercially acceptable terms; risks that the current market capitalization may not reflect the independent value of the Company’s divisions during the evaluation period; competitive risk in the AI infrastructure and high-performance computing markets; changes in economic, market, or regulatory conditions, including evolving regulatory frameworks applicable to securities offerings, AI infrastructure, and digital assets; risks associated with technological development and integration; and other risks and uncertainties as more fully described in the Company’s filings with the U.S. Securities and Exchange Commission (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 press release relate only to events as of the date on which the statements are made. Datavault AI undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect on new information or the occurrence of unanticipated events, except as required by law. Datavault AI’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments it may make.

Industry and Market Data

Within this press release, we reference information and statistics regarding the market for our products and the markets in which we operate. We have obtained some of this information and statistics from various independent third-party sources, including independent industry publications, reports by market research firms, and other independent sources. Some data and other information contained in this press release are also based on management’s estimates and calculations, which are derived from our review and interpretation of internal surveys and independent sources. Data regarding the industries in which we compete and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic, and competitive uncertainties beyond our control, but we believe they generally indicate size, position, and market share within this industry. While we believe such information is reliable, we have not independently verified any third-party information. While we believe our internal company research and estimates are reliable, such research and estimates have not been verified by any independent source. In addition, assumptions and estimates of our and our industries’ future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. As a result, you should be aware that market, ranking, and other similar industry data included in this press release, and estimates and beliefs based on that data, may not be reliable.

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