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Executive Summary

Datavault AI (DVLT) entered into a definitive arrangement agreement to acquire CyberCatch Holdings, Inc. for US$3.22 per share in cash, valuing the total equity at approximately $86.2M based on CyberCatch's 26.8M outstanding shares. The all-cash acquisition will be effected via a plan of arrangement under British Columbia law, with a US$500K bridge loan provided to CyberCatch to fund operations until closing. The deal is subject to shareholder, court, and TSXV approvals, with an outside date of February 17, 2027, and a US$4.016M termination fee payable by CyberCatch under certain circumstances. This filing follows a recent S-3 registration (6 days prior) enabling resale of 11.3M shares by a selling stockholder controlled by DVLT's CEO, creating potential overhang that tempers the bullish read of the acquisition.

Key Financial Metrics

Key Facts

• Datavault AI (DVLT) to acquire all CyberCatch Holdings shares for US$3.22 per share in cash via plan of arrangement.
• CyberCatch has 26,766,269 shares outstanding, implying ~$86.2M total equity value at the offer price.
• DVLT to provide CyberCatch a US$500K secured bridge loan at 5% interest to fund operations until closing.
• CyberCatch's board and special committee unanimously recommend the arrangement; supporting shareholders holding ~20% of shares have signed voting agreements.
• CyberCatch must pay a US$4,016,250 termination fee under certain scenarios (e.g., superior proposal, change in recommendation).
• Outside date for closing is February 17, 2027; conditions include court approval, shareholder vote, and TSXV acceptance.
• A recent S-3 filing (Aug 12, 2026) registers 11.3M shares for resale by an entity controlled by DVLT's CEO, creating potential selling overhang.

Financial Impact

All-cash acquisition of CyberCatch at US$3.22/share; total equity value ~$86.2M based on 26.8M shares outstanding. DVLT also providing a US$500K bridge loan.

Risk Factors

• Failure to obtain required shareholder, court, or TSXV approvals could terminate the deal.
• The S-3 resale registration (11.3M shares by CEO-controlled entity) creates substantial selling pressure overhang on DVLT stock.
• Integration risks and potential undisclosed liabilities at CyberCatch could impair deal value.
• CyberCatch's warrant holders receive no consideration, potentially leading to dissent or litigation.

Market Snapshot

Investment Themes

Documents Analyzed

This report is based on 7 SEC documents filed with EDGAR.

US Market Status