Datavault AI acquires CyberCatch in all-cash transaction

Vancouver, British Columbia and San Diego, California--(Newsfile Corp. - August 17, 2026) - CyberCatch Holdings, Inc. (TSXV: CYBE) (OTCQB: CYBHF), a cybersecurity company offering a patented, AI-enabled platform for continuous compliance and cyber risk mitigation, ("CyberCatch" or the "Company") is pleased to announce signing of a definitive arrangement agreement (the "Definitive Agreement") with Datavault AI Inc. (NASDAQ: DVLT) ("DataVault AI"), a provider of data monetization, credentialing, digital engagement, and real-world asset ("RWA") tokenization technologies, to acquire 100% of CyberCatch in an all-cash transaction structured as a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").

Pursuant to the terms and conditions of the Definitive Agreement, DataVault AI will acquire 100% of the issued and outstanding common shares in the capital of the Company ("CyberCatch Shares") for USD $94,500,000 in cash, which, after adjusting for all outstanding dilutive securities of CyberCatch on a cashless-exercise basis, transaction expenses and liabilities, is equal to approximately USD $3.22 per CyberCatch Share.

The transaction is subject to risks and uncertainties, including but not limited to, the acquiror’s financing resources to fund the transaction by the time of closing, and full details of the Definitive Agreement will be included in a management information circular along with the risks, anticipated to be issued in early September 2026 timeframe and the transaction is subject to shareholder and TSXV approval, as more fully described in the Transaction Overview section of this news release.

Upon closing, subject to various closing conditions as further discussed herein, CyberCatch is expected to operate as a subsidiary of DataVault AI from San Diego, California, 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% 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% increase in adversary speed compared to 2024.

The combination is also positioned for the post-quantum 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, multi-authority, 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 healthcare, defense, 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 is comprised of 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, 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.

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 serving sports, entertainment, biotech, education, fintech, real estate, healthcare, 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.

Management Commentary

"DataVault AI is honored to have this opportunity to acquire CyberCatch. The work done to date will be accelerated through a combined effort that will position our Data Vault Artificial Intelligence Platform (AIP) to capture U.S. Government and corporate contracts. The addition of Sai and his team of experts will expand what we can deliver to our customers with every customer able, upon integration, to proactively catch and resolve vulnerabilities. It's a tremendous brand and technology, we are full of anticipation of what we can achieve together, data monetization is only possible when data is secure, valued and scored," said Nathaniel T. Bradley, CEO, Datavault AI.

"We are excited to join DataVault AI and together provide next-generation AI -enabled cyber risk mitigation and quantum-ready platform for customers in critical sectors such as government, defense, healthcare, and financial services that need to stay several steps ahead of sophisticated cyber threat actors using AI to gain an advantage," said Sai Huda, CEO, CyberCatch. "Nate and DataVault AI are visionary and are seeing transformational opportunities in the marketplace and rightly see cyber risk mitigation front and center for success and our combined expertise and forward-thinking solutions are most timely and will deliver tremendous value to customers as well as grow shareholder value."

Transaction Overview

The Arrangement will be carried out by way of a court-approved plan of arrangement under the provisions of the Business Corporations Act (British Columbia). Under the terms of the Arrangement, CyberCatch shareholders ("CyberCatch Shareholders") will receive approximately USD$3.22 in cash for each CyberCatch Share held. Further, all outstanding stock options ("CyberCatch Options") to acquire CyberCatch Shares will be cancelled in exchange for a cash payment equal to the amount (if any) by which USD$3.22 exceeds the exercise price of such CyberCatch Option. All outstanding warrants ("CyberCatch Warrants", together with the CyberCatch Options, the "CyberCatch Convertible Securities") to acquire CyberCatch Shares will be cancelled and holders of such CyberCatch Warrants shall receive no consideration in connection with the Arrangement.

Additionally, DataVault AI has agreed to lend CyberCatch USD$500,000 (the "Bridge Loan") to fund the transactional and operating expenses of CyberCatch during the period prior to the closing of the Arrangement. The Bridge Loan will be secured against all of CyberCatch's personal property, bears interest at a rate of 5% per annum, and matures on the earlier of (i) closing of the Arrangement, (ii) upon an event of default, or (iii) if applicable, thirty (30) business days after the date of the termination of the Arrangement pursuant to the terms of the Definitive Agreement.

Completion of the Arrangement is subject to approval by the Supreme Court of British Columbia and the affirmative vote of CyberCatch Shareholders and holders of CyberCatch Convertible Securities (together with the CyberCatch Shareholders, the "CyberCatch Securityholders") at a special meeting to be held by CyberCatch (the "Meeting"). At the Meeting, the Arrangement will require approval by (i) at least two-thirds (66⅔%) of the votes cast by CyberCatch Shareholders present in person or represented by proxy and entitled to vote at the Meeting, (ii) at least two-thirds (66⅔%) of the votes cast by CyberCatch Securityholders, voting together as a single class, present in person or represented by proxy and entitled to vote at the Meeting, and (iii) if, and to the extent required, at least simple majority of the votes cast by CyberCatch Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding votes from certain shareholders as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions .

Full details of the Definitive Agreement will be included in a management information circular of CyberCatch in connection with the Meeting, which will be filed with applicable regulatory authorities and mailed to CyberCatch Shareholders in accordance with applicable securities laws. Pursuant to the terms of the Definitive Agreement, the Arrangement is subject to customary conditions including the receipt of applicable regulatory and third-party approvals and consents as may be required to effect and complete the transaction, including approval of the TSX Venture Exchange (the "TSXV").

The Definitive Agreement includes customary provisions, including covenants not to solicit other acquisition proposals and the right to match any superior proposal. In addition, there is a termination fee provision of USD$4,016,250 and expense reimbursement provision of up to USD$1,000,000 payable to DataVault AI if the transaction is terminated in certain circumstances. Assuming that all requisite approvals are received, DataVault AI and CyberCatch expect to close the proposed transaction shortly after the date of the Meeting. Upon completion of the transaction, no securities of CyberCatch will be listed on any public market and CyberCatch will cease to be a reporting issuer under Canadian laws.

Board of Directors' Recommendation

The Arrangement has been unanimously approved by the board of directors of DataVault AI. The Arrangement was also unanimously approved by the board of directors of CyberCatch (the "CyberCatch Board"), after receiving the unanimous recommendation of the special committee of the CyberCatch Board (the "Special Committee"), as well as considering a verbal fairness opinion from Evans & Evans Inc., which determined that the Arrangement, including the transactions contemplated thereunder, is fair to the CyberCatch Securityholders.

Shareholders of DataVault AI, CyberCatch Securityholders, and other interested parties, are advised to read the materials relating to the proposed Arrangement, including the Arrangement Agreement, that will be filed by each of DataVault AI and CyberCatch with securities regulatory authorities when they become available.

About CyberCatch

CyberCatch Holdings, Inc. (TSXV: CYBE) (OTCQB: CYBHF) 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. Learn more at https://www.cybercatch.com .

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information and Statements

This news release includes certain statements that may be deemed "forward-looking statements." All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding: the anticipated completion of the Arrangement, the anticipated consideration to be paid by DataVault AI and received by CyberCatch Shareholders, and the satisfaction of closing conditions including: (i) required CyberCatch Securityholder approval; (ii) necessary court approval in connection with the Arrangement; (iii) certain termination rights available to the parties under the Agreement; (iv) obtaining the necessary approvals from the TSXV; and (v) other closing conditions as set forth in the Arrangement Agreement. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward-looking statements. Some of these risks, uncertainties and factors include: general business, economic, competitive, political and social uncertainties, delays or changes in plans with respect to projects or capital expenditures; conclusions of economic evaluations; changes in labour costs and other costs and expenses as anticipated, labour disputes and other risks of the cybersecurity industry. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements and reference should also be made to the Company's annual management's discussion and analysis, filed under its SEDAR+ profile at www.sedarplus.ca for a description of additional risk factors.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change. For further information, please contact:

Mr. Sai Huda, CEO or Investor Relations, CyberCatch Holdings, Inc. Phone: 1-866-756-2923 Email: info@cybercatch.com

Source: CyberCatch Holdings, Inc.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/309922

TMX Newsfile

August 17, 2026 - 5:41 PM PDT

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