Material Event (Form 8-K)

Item 8.01. Other Events.

As previously announced on December 29, 2025, the board of directors (the "Board") of Datavault AI Inc. ("Datavault") declared a dividend (the "Distribution") of warrants (the "Warrants") to purchase shares of Datavault common stock, par value $0.0001 per share (the "Common Stock"), to eligible record holders of Common Stock and other equity securities of Datavault that have certain contractual rights to participate in the Distribution (collectively, the "Record Holders"), in each case as of the close of business on January 7, 2026 (the "Record Date"). The eligible Datavault securities held by the Record Holders as of the Record Date are collectively referred to herein as the "Datavault Securities."

The Warrants were issued on February 27, 2026 (the "Distribution Date"), pursuant to a Warrant Agreement, dated as of the Distribution Date, by and between Datavault and VStock Transfer, LLC, on the basis of one (1) Warrant for every sixty (60) shares of Common Stock held (or, for Datavault Securities other than Common Stock, shares of Common Stock underlying such Datavault Securities ("Common Stock Equivalents") held, subject to the contractual terms of such securities) by such holders as of the Record Date. Record Holders holding fewer than sixty (60) shares of Common Stock (or Common Stock Equivalents) as of the Record Date were not entitled to receive any Warrants. Record Holders holding more than sixty (60) shares of Common Stock (or Common Stock Equivalents) as of the Record Date in increments of other than sixty (60) shares were entitled to receive such number of Warrants as is determined by dividing the number of shares of Common Stock (or Common Stock Equivalents) held by each such holder as of the Record Date by sixty (60) (rounding down to the nearest increment of sixty (60) shares). For example, a Record Holder holding one hundred and twenty-five (125) shares of Common Stock as of the Record Date was only entitled to receive two (2) Warrants (i.e., one (1) Warrant in respect of each sixty (60) shares of Common Stock (or Common Stock Equivalents) held as of the Record Date).

Each Warrant entitles the holder thereof to purchase, subject to certain conditions specified in the Warrants, one (1) share of Common Stock (each, a "Warrant Share") at an exercise price of $5.00 per share (subject to adjustment for recapitalizations, stock splits, stock dividends and similar types of transactions), at any time and from time to time following the Distribution Date until expiration of the Warrants, which expiration shall be the date that is the one (1) year anniversary of the Distribution Date.

The exercise of the Warrants is conditioned upon the requirement that the applicable beneficial owner thereof holds one (1) Dream Bowl Meme Coin II token per Warrant requested to be exercised and each such Dream Bowl Meme Coin II token is held in a digital wallet validly created and subsisting with Datavault in a Datavault account (which conditions will be subject to verification by Datavault). Datavault has made separate announcements and filings with the Securities and Exchange Commission (the "SEC") regarding the Dream Bowl Meme Coin II tokens and investors are encouraged to read such announcements and filings for more information regarding such tokens.

The foregoing description of the Warrants is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Warrant, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into the Registration Statement (as defined below) and the Prospectus (as defined below) by reference.

In connection with the Distribution, on February 27, 2026, Datavault filed a prospectus supplement ("Prospectus Supplement") to its effective shelf registration statement on Form S-3, which was originally filed with the SEC on July 7, 2025, as amended, and was declared effective by the SEC on July 9, 2025 (File No. 333-288538) (the "Registration Statement"), and the related prospectus, dated July 9, 2025, included in the Registration Statement at the time it originally became effective (such prospectus, together with the Prospectus Supplement, the "Prospectus"). Datavault filed the Prospectus Supplement for the purpose of registering the issuance of (i) the Warrants to purchase up to 9,723,244 shares of Common Stock and (ii) up to 9,723,244 Warrant Shares issuable upon exercise of the Warrants. The legal opinion and consent of Paul Hastings LLP addressing the validity of the Warrants and the Warrant Shares are filed as Exhibit 5.1 and Exhibit 23.1, respectively, to this Current Report on Form 8-K and are incorporated into the Registration Statement and the Prospectus by reference.