Datavault AI Inc美股招股说明书(2025-07-15版)

certain common stock purchase warrants (the “Placement Agent Warrants”) issued to an affiliate of Maxim Group LLC (the “PlacementAgent”) pursuant to that certain placement agency agreement (the “February2025 Placement Agency Agreement”) between the Company pursuant to that certain securities purchase agreement (the “Purchase Agreement”) between the Company and the investors signatories to thePurchase Agreement (the “April2025 Purchasers”) entered into on March31, 2025. The September2024 Warrant Shares, the PlacementAgent Warrant Shares and the 2025 Investor Warrant Shares are collectively referred to as the “Warrant Shares,” and the holders of theWarrant Shares are collectively referred to as the “Selling Stockholders.”For additional information regarding the issuance of the September2024 Warrants, see “The September2024 Transaction” on page22. Foradditional information regarding the issuance of the Placement Agent Warrants, see “The February2025 Transaction” on page22. Foradditional information regarding the issuance of the 2025 Investor Warrants, see “The April2025 Transaction” on page23.This prospectus also covers any additional shares of Common Stock that may become issuable upon any adjustment pursuant to the terms of information about how a Selling Stockholder may sell its Shares in the section titled “Plan of Distribution” on page36. for the 2025 Investor Warrants (each, subject to adjustment as further described below) upon their cash exercise. If the Warrants areexercised in full at their respective current exercise price per share, we will receive aggregate gross proceeds of approximately $23,768,041.The exercise price for the 2025 Investor Warrants may be adjusted downwards pursuant to the terms of anti-dilution features contained aggregate gross proceeds. If the Warrants are exercised pursuant to the cashless exercise provisions contained therein, we will also receiveless aggregate gross proceeds. We cannot predict when and in what amounts or if the Warrants will be exercised, and it is possible that the commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Warrant Investing in our Common Stock involves risks. You should carefully review the risks described under the heading “Risk Factors”beginning on page6 and in the documents which are incorporated by reference herein before you invest in our Common Stock. securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.The date of this prospectus is July 11, 2025. Common Stock. You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement oramendment thereto and the documents incorporated by reference, or to which we have referred you, before making your investmentdecision. Neither we nor the Selling Stockholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto donot constitute an offer to sell, or a solicitation of an offer to purchase, the shares of Common Stock offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make suchoffer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectussupplement or amendments thereto, as well as information we have previously filed with the U.S. Securities and Exchange Commission (the“SEC”), is accurate as of any date other than the date on the front cover of the applicable document.If necessary, the specific manner in which the shares of Common Stock may be offered and sold will be described in a supplement to thisprospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is aconflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in such changed since such date.When used herein, unless the context requires otherwise, references to “DVLT”, the “Company”, “we”, “our” or “us” refer to Datavault AIInc., a Delaware corporation, and its subsidiaries on a consolidated basis. (the “Exchange Act”), and Section27A of the Securities Act. These forward-looking statements include, without limitation: statementsregarding new products or services; statements concerning litigation or other matters; statements concerning projections, predictions,expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of ourmanagement’s goals and objectives; statements concerning our competitive environment, availability of resources and regulation; trendsaffecting o