Mr. Sai Huda reports

DATAVAULT AI AND CYBERCATCH ANNOUNCE SIGNING OF BINDING LETTER OF INTENT FOR DATAVAULT AI TO ACQUIRE CYBERCATCH TO ACCELERATE AI-DRIVEN, QUANTUM-RESISTANT CYBER RISK MITIGATION SOLUTIONS

Datavault AI Inc. and Cybercatch Holdings Inc. have entered into a binding letter of intent (the LOI) under which Datavault AI and Cybercatch will enter into a definitive agreement for Datavault AI to acquire 100 per cent of Cybercatch in an all-stock transaction structured as a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Under the LOI and subject to a definitive agreement, Datavault AI will acquire 100 per cent of Cybercatch's issued and outstanding common shares (being approximately 26.8 million shares) in exchange for approximately 49.9 million newly issued shares of Datavault AI common stock at $5.11 per Cybercatch share, which implies an aggregate value to Cybercatch's issued and outstanding common shares of $136,843,820. All issued and outstanding Cybercatch securities convertible into or exercisable for Cybercatch common shares will be exchanged for Datavault AI shares on a cashless exercise basis at a deemed value of $2.00 (U.S.) per Datavault AI share. Upon closing of the transaction, subject to customary board, stock exchange, and any necessary regulatory and shareholder approvals, it is anticipated that Datavault AI stockholders will hold approximately 92.48 per cent and Cybercatch shareholders approximately 7.52 per cent of the equity of Datavault AI, on a non-fully diluted basis. It is anticipated that Cybercatch will operate as a subsidiary of Datavault AI from San Diego, Calif., and Cybercatch founder, chairman and chief executive officer Sai Huda will serve as president of the subsidiary, reporting to Nathaniel T. Bradley, CEO of Datavault AI.

Strategic rationale

The combination is positioned at the intersection of two of cybersecurity's largest secular markets. According to Gartner, worldwide end-user spending on information security is projected to reach $240-billion in 2026, and Gartner separately projects the artificial-intelligence-amplified security segment will reach $160-billion by 2029, up from $49-billion in 2025. According to IBM's 2025 Cost of a Data Breach Report, the average U.S. data breach now costs $10.22-million, with a global average of $4.44-million.

Regulatory tailwinds are converging with that demand picture. Phase 1 of the U.S. Department of Defense's Cybersecurity Maturity Model Certification (CMMC) program took effect on Nov. 10, 2025, with mandatory third party C3PAO assessments for level 2 contracts beginning in November, 2026, and full enforcement extending across approximately 220,000 defence industrial base contractors and subcontractors. Cybercatch's platform is purpose-built to address that mandate in defense, HIPAA in health care, NIST 800-171 in manufacturing, NIST CSF 2.0 in financial services, among others.

The combination is also positioned for the postquantum security era. Google has set 2029 as its internal deadline to migrate authentication systems to quantum-resistant cryptography. Separately, Google Quantum AI research demonstrated that the elliptic curve cryptography protecting many digital signatures and authentication systems could be broken by a superconducting quantum computer with fewer than 500,000 physical qubits, an order of magnitude lower than previous estimates. Cybercatch is converting its patent-pending, multiauthority, attribute-based encryption with revocation (MARS-MABE) technology to attain quantum resistance, and combining MARS-MABE with continuous agentic AI penetration testing creates a next-generation cybersecurity stack applicable across health care, defence, manufacturing, financial services and energy.

About Cybercatch's platform and leadership

Cybercatch's patented, AI-enabled continuous cybersecurity compliance and risk mitigation solution:

• Uses generative AI to ensure all legally required controls are in place and calculates a cyber hygiene score;
• Uses agentic AI to continuously simulate threat-actor tactics, techniques and procedures to perform penetration tests and calculates a cyber breach score;
• Detects gaps for prompt remediation before a threat actor can exploit and be successful.

The platform tests cybersecurity controls continuously from three dimensions, outside-in, inside-out and social engineering, mapping to NIST CSF 2.0, NIST 800-171, CMMC 2.0, ISO 27001, HIPAA, PCI DSS and other regulated frameworks, replacing once-a-year manual penetration tests with continuous agentic AI penetration testing using specialized skill-set agents.

MARS-MABE provides several distinct advantages over current RSA and AES-256 encryption, such as:

• Access to data is provided only if fine-grained user attributes are met;
• Access to users can be limited to fine-grained data subsets;
• Instant revocation of user access to data subsets, eliminating the need to re-encrypt the entire data set and providing speed and significant cost savings.

Cybercatch is led by founder, chairman, and chief executive officer Sai Huda, a globally recognized cybersecurity expert, author of the bestselling Next Level Cybersecurity, co-author of Canada's National Cybersecurity Standard, and inventor of USPTO patent No. 11,297,094, "Automated and Continuous Cybersecurity Assessment with Measurement and Scoring." He is the former founder and CEO of Compliance Coach, which was acquired by FIS, a Fortune 500 company, where he served as general manager, risk, information security and compliance solutions.

Cybercatch's board and advisory board include:

• Tom Ridge, former special assistant to U.S. President, first secretary of the U.S. Department of Homeland Security and two-term governor of Pennsylvania;
• Dr. Marv Langston, former director of information systems at U.S. DARPA and cybersecurity chief, U.S. Navy;
• Scott Tait, former U.S. Navy Commander and national security adviser at the Joint Chiefs at the U.S. Pentagon.

Cybercatch's customers span the U.S. defence supply chain, health care, financial services, manufacturing, education and public sectors, and the company's capabilities were extended through the February, 2026, acquisition of multiauthority attribute-based encryption technology, now branded MARS-MABE, and through 2026 reseller and referral partnerships such as with Speridian Technologies and other multiple reseller partners to U.S. government agencies.

Added strategic benefit: platform integration and cyber defence layer across the Datavault AI stack

Following closing, Cybercatch's AI-enabled software-as-a-service platform is also expected to operate as the cybersecurity and continuous-compliance layer across Datavault AI's existing technology suite, including:

• DataValue, DataScore and Information Data Exchange (IDE) running natively on Available Infrastructure's SanQtum AI quantum-resistant, zero-trust edge platform across 1,000 urban microedge neocloud sites planned in 100-plus U.S. cities by year-end 2026;
• Acoustic Sciences division technologies (WiSA, ADIO, Sumerian) and IDE deployments serving sports, entertainment, biotech, education, fintech, real estate, health care, and energy customers;
• Federal and regulated-industry customer workloads where continuous compliance attestation against NIST, CMMC, ISO 27001, SOC 2, HIPAA and PCI DSS frameworks is increasingly a precondition for procurement, audit and renewal.

The proposed acquisition is intended to give Datavault AI customers and partners an integrated path from secure compute through AI-driven data analytics, with continuous attestation at every layer.

Management commentary

"Cybersecurity is no longer a separate stack from data and AI -- it is the precondition for both. Cybercatch's continuous compliance platform is expected to provide another strategic advantage by adding to DataValue, DataScore, and the IDE a real-time risk and compliance signal at every node of our quantum-secured edge fleet, from federal contractors to enterprise data customers," said Nathaniel T. Bradley, chief executive officer of Datavault AI.

"Datavault AI's quantum-ready edge platform is exactly the next-generation infrastructure our customers and the marketplace in critical sectors such as in defence, health care and financial services need cybersecurity built into. Joining Datavault AI gives them a clear path to a unified secure-data platform with continuous compliance and cyber risk mitigation built in," said Sai Huda, founder, chairman and chief executive officer of Cybercatch.

Transaction overview

Under the binding LOI, holders of Cybercatch's common shares will receive newly issued common shares of Datavault AI as described above, with Cybercatch becoming a wholly owned subsidiary of Datavault AI. The Datavault AI shares to be issued are anticipated to be issued in reliance on the exemption from registration under the United States Securities Act of 1933, as amended, provided by Section 3(a)(10), and applicable state securities law exemptions.

The transaction is subject to negotiation and execution of a definitive agreement, completion of due diligence, board approvals of both companies, requisite Cybercatch shareholder approval, applicable court approval of the plan of arrangement (British Columbia), and approvals of The Nasdaq Stock Market and the TSX Venture Exchange, as well as other customary closing conditions. The parties have agreed to negotiate a definitive agreement during a 45-day mutual exclusivity period.

About Datavault AI Inc.

Datavault AI (Nasdaq: DVLT) is a pioneer in AI-driven data experiences, valuation and monetization of assets in the Web 3.0 environment. The company's cloud-based platform delivers comprehensive solutions across its acoustic sciences and data sciences divisions.

Datavault AI's acoustic sciences division features WiSA-, ADIO- and Sumerian-patented technologies for spatial and multichannel wireless, high-definition sound transmission. The data science division harnesses Web3 and high-performance computing to enable experiential data perception, valuation and secure monetization across industries, including sports and entertainment, biotech, education, fintech, real estate, health care, energy, and more.

The Information Data Exchange (IDE) is a token exchange technology powered by Nasdaq Financial Infrastructure. The company owns and operates exchanges powered by its patented technology, including but not limited to International Elements Exchange (IEE), Sports Illustrated Exchange (SIx), New York Interactive Advertising Exchange (NYIAX) and American Political Exchange (APE). The company is headquartered in Philadelphia, Penn.

About Cybercatch Holdings Inc.

Cybercatch provides a proprietary, AI-enabled software-as-a-service (SaaS) solution that provides continuous compliance and cyber-risk mitigation to organizations in critical segments, so they can be safe from cyber threats. The Cybercatch platform focuses on solving the root cause of why cyberattacks are successful: security holes from control deficiencies. It first helps implement all mandated and necessary controls, then the platform automatically and continuously tests the controls from three dimensions (outside-in, inside-out and social engineering) to find control failures so one can fix them promptly to stay compliant and safe from attackers.

We seek Safe Harbor.