Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on March 19, 2026, Datavault AI Inc., (the "Company"), DVLT Merger Sub, Inc., a wholly owned subsidiary of the Company ("Merger Sub"), and NYIAX, Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated March 18, 2026 (the "Merger").

On July 17, 2026, the Company, as "Guarantor", entered into a Guarantee Bridge Loan Agreement (the "Bridge Loan Agreement"), among the Company, Abri Capital LTD. (the "Lender"), and NYIAX, Inc. (the "Borrower"), pursuant to which the Lender will provide the Borrower with a short-term bridge loan facility (the "Facility") in an aggregate principal amount of up to $833,333 (the "Commitment") to be advanced in one or more draws on a dollar-for-dollar basis. As consideration for the Facility, the Commitment shall be subject to an original issue discount of 10% of the principal amount of each advance. The Loan will have an interest rate of 13% per year. Upon failure by the Guarantor to pay or perform or the occurrence of an Event of Default (as defined in the Bridge Loan Agreement), interest will accrue on all amounts then due and unpaid at a rate of 18% per year. The proceeds of the Facility will be used for transaction-related expenses, legal fees, regulatory costs, employee obligations and working capital requirements necessary to complete the Merger. The outstanding principal amount of the Loan with the full interest is due by September 11, 2026. The entire outstanding balance of the Loan, including all principal, accrued but unpaid interest, will become immediately due and payable upon the closing of the Merger, to be fully repaid within three days after the closing of the Merger.

Funding under the Bridge Loan Agreement is subject to the satisfaction of conditions that are customary for transactions of this type.

The Bridge Loan Agreement contains customary representations and warranties, agreements of the Company, the Lender, and the Borrower, and customary indemnification rights and obligations of the parties. The Bridge Loan Agreement provides for customary events of default, including, among others, payment defaults, breach of covenants, and bankruptcy-related events.

The foregoing summary of the Bridge Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such documents attached as Exhibit 10.1 to this report and incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Bridge Loan Agreement set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.