8-K: Datavault AI Sets Dream Bowl Meme Coin Distribution Date

Datavault AI Inc. announced December 24, 2025, as the distribution date for its Dream Bowl 2026 Meme Coin tokens to eligible equityholders and Scilex Holding Company common stockholders.

Summary

• Datavault AI Inc. is distributing Dream Bowl 2026 Meme Coin tokens to eligible Datavault AI equityholders and record holders of Scilex Holding Company common stock.
• The record date for eligibility was November 25, 2025.
• The distribution ratio is one Meme Coin for each share of Datavault Common Stock (or underlying Datavault Securities) or Scilex Common Stock held.
• The payment date for the distribution is scheduled to begin on December 24, 2025, though the Datavault Board retains the right to change this date or revoke the distribution.
• Recipients must satisfy 'Payment Conditions' by setting up a digital wallet with Datavault and completing, executing, and submitting an Opt-In Agreement via the Distribution Website.
• The Meme Coin is a digital collectible intended solely for personal, non-commercial use in connection with the Dream Bowl XIV event on January 11, 2026.
• It explicitly does not represent or confer any equity, voting, dividend, profit-sharing, or ownership rights in Datavault or any other entity, nor is it designed to function as an investment, currency, or financial product.
• The fair market value per Meme Coin is $0.0000014 as of November 19, 2025, based on an independent valuation, assuming illiquidity through January 9, 2026.
• Meme Coins will be tradeable on Datavault AI's proprietary Information Data Exchange, with trading anticipated to commence on or about January 11, 2026.

Sentiment

Score: 4

Explanation: The distribution offers a novel digital collectible to shareholders, which could be seen as a positive gesture of appreciation. However, the explicit disclaimers about the Meme Coin not being an investment, its potential for worthlessness, and the requirement for shareholders to actively opt-in and manage a digital wallet, coupled with significant risks related to digital assets, temper any strong positive sentiment. The low stated value also limits its perceived financial benefit.

Positives

• Shareholders of Datavault AI and Scilex Holding Company receive a free digital collectible as a token of appreciation.
• The Meme Coin offers utility features including immutable proof of ownership, embedded ticketing details, and exclusive content related to the Dream Bowl XIV event.
• Datavault AI is committed to stockholder value creation and continuous innovation, as stated by management.
• The Meme Coins will be tradeable on Datavault AI's proprietary Information Data Exchange, potentially offering liquidity to holders.

Negatives

• The Meme Coin is explicitly stated not to be an investment, currency, or financial product and may not have or maintain any value, potentially becoming worthless.
• Recipients must actively opt-in, set up a digital wallet with Datavault, and potentially provide additional documentation, which creates a barrier to receipt.
• The Datavault Board retains the right to change the record date, payment date, or revoke the entire distribution prior to the payment date.
• Transaction fees will apply for trading Meme Coins on the Information Data Exchange or other platforms after the initial deposit.
• Tax consequences for certain holders (e.g., warrant and note holders) are unclear and require consultation with tax advisors.

Risks

• The value of the Meme Coins may increase or decrease between the Record Date and Payment Date and/or at any time following the Payment Date, and may be highly volatile.
• The irreversibility of digital asset transactions exposes holders to risks of theft, loss, and human error, with no guarantee of recovery or compensation.
• Providing an incorrect digital wallet address will result in the loss of the distribution without recourse.
• Meme Coins and other digital assets are novel and subject to significant legal, commercial, regulatory, and technical uncertainty, which could adversely impact their price.
• Regulators in the United States or foreign countries may interpret or apply existing laws in a manner that adversely affects the Meme Coin's price or enact new laws.
• The growth, use, and acceptance of the Meme Coin are highly uncertain and depend on factors like public familiarity, institutional demand, and availability of alternatives.
• Technical factors related to the Meme Coin blockchain could impact its price.
• Financial institutions denying or limiting services to businesses dealing with Meme Coins could reduce liquidity and damage public perception.
• Lack of legal recourse and insurance for digital assets increases the risk of total loss in the event of theft or destruction.
• Cryptocurrency holdings are less liquid than cash and cash equivalents and may not serve as a source of liquidity.
• Holders could be unable to sell Meme Coins or have to sell them at a significant loss.
• Meme Coins do not pay interest or dividends.
• Security breaches, cyberattacks, or loss/destruction of private keys could lead to partial or total loss of Meme Coins, potentially uninsured.
• Legal proceedings may be instituted against the parties regarding the Meme Coin and its distribution.
• The Datavault Board has the right to change the record date (and therefore the payment date) of, and/or to revoke, the distribution of the Meme Coin.
• Changes in economic, market, or regulatory conditions could impact the distribution.
• Uncertainties exist regarding valuation methodologies and third-party reports for the Meme Coins.
• Risks relate to evolving regulatory frameworks applicable to tokenized assets.
• Risks are associated with technological development and integration of the Meme Coin and its platform.

Future Outlook

Datavault AI expects to begin mailing detailed instructions regarding wallet setup and distribution procedures around December 12, 2025. Trading of the Meme Coins on Datavault AI's proprietary Information Data Exchange is anticipated to commence on or about January 11, 2026. The Datavault Board retains the right to change the record date or payment date or revoke the distribution prior to the payment date.

Management Comments

• "Datavault AI remains firmly committed to stockholder value creation and continuous innovation."
• "Datavault AI will commemorate the upcoming Dream Bowl XIV through this one-time distribution of the Meme Coins to eligible record equity holders of Datavault AI and record holders of common stock of Scilex."

Industry Context

This announcement reflects the growing trend of companies leveraging digital assets and blockchain technology for customer engagement and loyalty, particularly in the sports and entertainment sector. The distribution of a 'Meme Coin' as a digital collectible, rather than a traditional financial instrument, aligns with the evolving Web 3.0 environment and the use of NFTs/tokens for experiential value and community building. Datavault AI, as a leader in data monetization and digital engagement, is utilizing its proprietary Information Data Exchange for this purpose, showcasing its platform's capabilities in managing tokenized assets.

Comparison to Industry Standards

• This distribution is unique in its nature as a 'Meme Coin' tied to a specific event (Dream Bowl XIV) and distributed by a publicly traded company to its shareholders and those of a significant partner.
• While other companies have explored NFTs or digital collectibles for fan engagement (e.g., NBA Top Shot, NFL All Day), distributing a 'Meme Coin' as a dividend/voluntary distribution to shareholders is less common.
• The explicit disclaimer that the Meme Coin is not an investment or financial product differentiates it from traditional crypto dividends or token offerings by blockchain-native companies.
• The valuation of $0.0000014 per coin, assuming illiquidity, highlights its non-investment nature compared to actively traded cryptocurrencies.

Legal Proceedings

• Risks related to legal proceedings that may be instituted against the parties regarding the Meme Coin and the distribution thereof.

Related Party Transactions

• The voluntary distribution of Meme Coins to record holders of Scilex Holding Company common stock is made as a token of Datavault AI's appreciation for Scilex's relationship as a significant stockholder of Datavault AI, licensing partner, and co-sponsor of the Dream Bowl XIV event. This constitutes a related party transaction due to Scilex's significant ownership and partnership roles.

Stakeholder Impact

• Shareholders (Datavault AI & Scilex): Receive a digital collectible, but must opt-in and manage a digital wallet. Face risks of volatility, loss, and unclear tax implications. The value is minimal ($0.0000014 per coin).
• Customers/Users: The Meme Coin offers event access and exclusive content related to the Dream Bowl XIV, enhancing engagement for those interested in the event.
• Datavault AI: Strengthens relationship with Scilex, promotes its Information Data Exchange, and showcases its Web 3.0 capabilities. Incurs costs for distribution and managing the digital asset.

Next Steps

• Eligible holders must set up a digital wallet with Datavault.
• Eligible holders must complete, execute, and submit an Opt-In Agreement via the Distribution Website.
• Datavault AI will notify Meme Coin holders via email when trading can commence on the Information Data Exchange.
• Trading of Meme Coins on the Information Data Exchange is anticipated to commence on or about January 11, 2026.

Key Dates

Keywords

Datavault AI, Scilex Holding Company, Meme Coin, Dream Bowl 2026, digital collectible, blockchain, dividend, distribution, Web 3.0, data monetization, corporate governance, SEC filing, DVLT, SCLX, digital wallet