Mr. Sai Huda reports

DATAVAULT AI WILL ACQUIRE CYBERCATCH IN AN ALL-CASH TRANSACTION

Datavault AI Inc. has signed a definitive agreement under which Datavault AI will acquire 100 per cent of Cybercatch Holdings Inc., a cybersecurity company offering a patented, artificial-intelligence-enabled platform for continuous compliance and cyber-risk mitigation, in an all-cash transaction structured as a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The acquisition is expected to bring Cybercatch's AI-enabled continuous compliance and cyber-risk mitigation platform into Datavault AI's Quantum Private Network (QPN) GPU ecosystem, addressing a global information security market that Gartner projected would reach $213-billion in 2025.

Under the definitive agreement, Datavault AI will acquire all of Cybercatch's issued and outstanding common shares, approximately 26.8 million shares, for $94.5-million (U.S.) in cash, representing $3.53 (U.S.) per share to Cybercatch's shareholders. All outstanding dilutive securities of Cybercatch will be exchanged on a cashless-exercise basis. Upon closing, subject to customary board, stock exchange, and any necessary regulatory and shareholder approvals, Cybercatch is expected to operate as a subsidiary of Datavault AI from San Diego, Calif., with Cybercatch founder, chairman and chief executive officer Sai Huda serving as president of the subsidiary, and 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 (2025), worldwide end-user spending on information security was projected to reach $213-billion in 2025, underscoring the scale of the market Cybercatch's platform is expected to serve within Datavault AI's SanQtum-secured edge ecosystem.

Threat actors are increasingly using AI to breach networks and deploy ransomware within minutes of first contact. According to CrowdStrike's 2026 Global Threat Report, AI-enabled adversary attacks rose 89 per cent year over year in 2025, and the average eCrime breakout time, the time from initial intrusion to data exfiltration, fell to 29 minutes, a 65-per-cent increase in adversary speed compared with 2024.

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 and separate Google Quantum AI research has found that the qubit threshold required to break widely used elliptic curve cryptography is an order of magnitude lower than previously estimated, suggesting the timeline for a cryptographically relevant quantum computer may be shorter than previously assumed. 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 is expected to create 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 platform uses generative AI to confirm that all legally required controls are in place and to calculate a Cyber Hygiene Score, and uses agentic AI to continuously simulate threat-actor tactics, techniques and procedures, perform penetration tests, and calculate a Cyber Breach Score. The platform is designed to detect gaps for prompt remediation before a threat actor can exploit them.

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. Most companies cannot afford the human experts and time a comprehensive penetration test requires, and those that can typically perform one only once a year; a gap Cybercatch's platform is designed to close across sectors and geographies.

Cybercatch's agentic AI solution comprises specialized agents with the skill sets of an attacker, each performing specific tasks such as reconnaissance, vulnerability detection, selection of attacker tactics, techniques and procedures, vulnerability exploitation, evidence gathering, reporting, and risk mitigation recommendations. The platform provides dashboard reporting mapped to cybersecurity control failures and compliance status against frameworks such as NIST CSF 2.0, NIST 800-171, CMMC, HIPAA, CAN/DGC 104 and EU NIS, among others, for root cause analysis and targeted risk mitigation.

Cybercatch's patent-pending MARS-MABE technology is designed to provide several advantages over current RSA and AES-256 encryption, including granting data access only when fine-grained user attributes are met, limiting user access to fine-grained data subsets and enabling instant revocation of user access to data subsets without the need to re-encrypt the entire data set, providing speed and cost savings.

Cybercatch is led by founder, chairman, and chief executive officer Sai Huda, a globally recognized cybersecurity expert, author of 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, where he served as GM (general manager), risk, information security and compliance solutions.

Cybercatch's board and advisory board include Tom Ridge, former special assistant to the U.S. president and first secretary of the U.S. Department of Homeland Security; Dr. Marv Langston, former director of information systems at DARPA and cybersecurity chief for the U.S. Navy; and Scott Tait, former U.S. Navy Commander and National Security Advisor to the Joint Chiefs at the Pentagon.

Cybercatch's customers span the U.S. defence supply chain, health care, financial services, manufacturing, education and public sectors. The company's capabilities were extended through its February, 2026, acquisition of multiauthority attribute-based encryption technology, now branded MARS-MABE, and through 2026 reseller and referral partnerships, including with Speridian Technologies, an IT services company serving more than 500 enterprise customers, and additional reseller partners to U.S. government agencies, including Sterling Advisors Group.

Platform integration across the Datavault AI stack

Following closing, Cybercatch's AI-enabled software-as-a-service platform is expected to operate as the cybersecurity and continuous-compliance layer across Datavault AI's existing technology suite. This is expected to include Datavault AI's DataValue, DataScore and Information Data Exchange (IDE) running on Available Infrastructure's SanQtum quantum-resistant, zero-trust edge platform; the company's Acoustic Sciences division technologies (WiSA, ADIO, Sumerian) and IDE deployments serving sports, entertainment, biotech, education, fintech, real estate, health care and energy customers; and 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 compliance attestation at every layer.

Management commentary

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

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

Transaction overview

Cybercatch will become a wholly-owned subsidiary of Datavault AI upon closing. The transaction is subject to requisite Cybercatch shareholder approval, court approval of the plan of arrangement in British Columbia, any necessary approvals of the TSX Venture Exchange and other customary closing conditions.

About Cybercatch Holdings Inc.

Cybercatch provides a proprietary, AI-enabled software-as-a-service solution that delivers continuous compliance and cyber-risk mitigation to organizations in critical sectors. The Cybercatch platform is designed to address the root cause of successful cyberattacks, security gaps from control deficiencies, by first helping organizations implement mandated and necessary controls, then continuously and automatically testing those controls from three dimensions: outside-in, inside-out and social engineering, to identify and help remediate control failures.

About Datavault AI Inc.

Datavault AI is leading the way in AI-driven data experiences, asset valuation and monetization in the Web 3.0 environment. The company's cloud-based platform provides comprehensive solutions with a collaborative focus in its acoustic sciences and data sciences divisions.

Datavault AI's acoustic sciences division features WiSA, ADIO, and Sumerian patented technologies and industry-first foundational spatial and multichannel wireless high-definition sound transmission technologies, with intellectual property covering audio timing, synchronization and multichannel interference cancellation. The data science division leverages the power of Web 3.0 and high-performance computing to provide solutions for experiential data perception, valuation and secure monetization.

Datavault AI's platform serves multiple industries, including high performance computing software licensing for sports and entertainment, events and venues, biotech, education, fintech, real estate, health care, energy, and more. The information data exchange enables digital twins, and the licensing of name, image and likeness by securely attaching physical real-world objects to immutable metadata, fostering responsible AI with integrity. The company's technology suite is fully customizable and offers AI- and machine-learning-based automation, third party integration, detailed analytics and data, marketing automation, and advertising monitoring.

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