Datavault to Buy BankWyse, Pledges $35M Despite $1.4M Cash

Datavault agreed on Aug. 19 to acquire Wyoming-chartered BankWyse and committed to provide $35 million to capitalize and operate the bank. The purchase agreement requires approval or non-objection from the Wyoming Division of Banking and immediately available financing to close.

The initial purchase price is roughly $22 million, comprised of about $14.66 million in Datavault stock and $7.34 million in cash. BankWyse sellers may receive up to an additional $10 million if they meet specified milestones, with that contingent payment split evenly between cash and shares.

The separate $35 million capitalization commitment begins with a $5 million payment at closing, followed by five $2.5 million installments between day 60 and day 180, and a final $17.5 million payment by month eight.

The agreement conditions closing on both Wyoming banking clearance and Datavault securing immediately available financing to cover closing obligations, including the $7.34 million cash payment, the initial $5 million capitalization tranche and certain liabilities. Filings show Datavault reported $1.4 million in cash and $49 million in Bitcoin as of June 30 and warned that existing resources were insufficient to fund operations for the next 12 months. The company reported using about $80 million of cash in the first half of the year.

Datavault has identified several potential sources of funds in public filings but none is a single, guaranteed source that fully covers the required cash at closing and the $35 million capitalization. The company proposed selling 837 Bitcoin to Scilex Holding for $50 million, with $30 million payable initially and the remainder scheduled through 2028; the filings indicate that transaction was not assured. Datavault reported raising $32.4 million through an at-the-market equity program in the first half, and the same cumulative figure appears in filings “as of Aug. 15,” providing no clear evidence of additional post-quarter proceeds.

On Aug. 18 Datavault sold an unsecured convertible note with $25.03 million of principal for $25 million in cash. The note carries 8% interest, was issued with 15 million pre-delivery shares, and can convert at a fixed $1.55 price or later through market-price mechanics. An investor option to purchase an additional $25 million of notes remains unexercised.

A summary filing lists a Sept. 30 termination date for the transaction. The signed acquisition agreement defines an outside date 30 days after signing, allows an automatic 30-day extension if Wyoming approval is pending and permits further written extensions. As of Aug. 20, public filings did not show a closing, regulatory approval, or an extension.