Datavault AI 簽訂擔保過橋貸款協議 最高融資83.3萬美元推動NYIAX合併

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or
15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event
reported): July 17, 2026

 

Datavault AI Inc.

(Exact name of registrant as specified in its charter)

 

 
 Delaware
  
 001-38608
  
 30-1135279

 
 (State or other jurisdiction of

incorporation)

  
 (Commission

File Number)
  
 (IRS Employer

Identification No.)

 
 

 
 
 One Commerce Square,

 2005
Market Street, Suite 2400,

 Philadelphia, PA

  
 19103

 
 (Address of Principal Executive
 Offices)
  
 (Zip Code)

 
 

(408) 627-4716

(Registrant’s telephone
number, including area code)

 

Not applicable

(Former Name or former address if changed
from last report.)

 

Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

 

 
 ¨
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 

 
 ¨
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 

 
 ¨
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 

 
 ¨
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Securities registered pursuant to Section 12(b)
of the Act:

 

 
 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange on which

registered

 
 Common Stock, par value $0.0001 per share
  
 DVLT
  
 The Nasdaq Stock Market LLC

 
 

Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

  

  

  

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.

 

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed or furnished herewith:

 

 
 Exhibit Number
  
 Description

 
 10.1
  
 Guaranteed Bridge Loan Agreement, dated as of July 17, 2026.

 
 104
  
 Cover Page Interactive Data File (embodied within the Inline XBRL document)

 

  

  

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
 Date: July 22, 2026
 DATAVAULT AI INC.

 
  
  
  

 
  
 By:
 /s/ Nathaniel Bradley

 
  
  
 Name:
 Nathaniel Bradley

 
  
  
 Title:
 Chief Executive Officer