Datavault AI Inc美股招股说明书(2025-07-22版)

Sales of our shares of Common Stock, if any, under this Prospectus Supplement and the Base Prospectus will be made by any methodpermitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the“Securities Act”), including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreedby Maxim and us. Maxim will act as our sales agent using commercially reasonable efforts consistent with its normal trading and salespractices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. and the offering price for such shares. See “Plan of Distribution” beginning on pageS-8 of this Prospectus Supplement for moreinformation regarding these arrangements. We are limited to the sale of not more than $50,000,000 of our shares of Common Stockpursuant to the Sales Agreement. Based on the trading price of our Common Stock and because there is no minimum offering amountprovided for under the Sales Agreement, the actual proceeds to us will vary. also agreed to provide indemnification and contribution to Maxim with respect to certain liabilities, including liabilities under theSecurities Act.We will pay all of the expenses incident to the registration, offering and sale of the shares of Common Stock under this ProspectusSupplement and the Base Prospectus. As of the date of this Prospectus Supplement, the aggregate market value of our outstanding Common Stock held by non-affiliates is$78,404,257 based on 90,351,377 shares of outstanding Common Stock on July 14, 2025, of which 76,120,638 shares are held by non- You should read carefully this Prospectus Supplement, the Base Prospectus and the documents incorporated by reference into this Our business and investing in our shares of Common Stock involve a high degree of risk. See “Risk Factors” beginning onpageS-4 of this Prospectus Supplement, on page4 of the Base Prospectus and the risk factors described in the documents incorporated by reference into this Prospectus Supplement and the Base Prospectus for more information.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these WHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF DOCUMENTS BY REFERENCE ProspectusABOUT THIS PROSPECTUS PROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDSTHE SECURITIES WE MAYOFFERDESCRIPTION OF CAPITAL STOCK DESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSWHERE YOU CAN FIND MORE INFORMATION on FormS-3 (the “Registration Statement”) that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a“shelf” registration process. The two parts of this document include: (1)this Prospectus Supplement, which describes the specific details regarding this offering ofshares of Common Stock; and (2)the Base Prospectus, which provides a general description of the securities that we may offer, someof which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documents combined.If information in this Prospectus Supplement is inconsistent with the Base Prospectus, you should rely on this Prospectus Supplement. into this Prospectus Supplement, the statements in this Prospectus Supplement will be deemed to modify and supersede such prior The Registration Statement that contains this Prospectus Supplement, including the exhibits to the Registration Statement and theinformation incorporated by reference into this Prospectus Supplement and the Base Prospectus, contains additional information aboutthe shares of Common Stock offered under this Prospectus Supplement. The Registration Statement can be read on the SEC’s websiteor at the SEC’s offices mentioned below under the heading “Where You Can Find More Information.”We are responsible for the information contained and incorporated by reference in this Prospectus Supplement, the Base Prospectusand any related free writing prospectus that we prepare or authorize. Neither we nor Maxim have authorized anyone to provide you it is unlawful to make such offer or solicitation in such jurisdiction.You should not assume that the information in this Prospectus Supplement and the Base Prospectus is accurate at any date other thanthe date indicated on the cover pageof this Prospectus Supplement or that any information that we have incorporated by reference iscorrect on any date subsequent to the date of the document incorporated by reference. Our business, financial condition, results of with this offering or that we may otherwise publicly file in the future because any such representation or warranty may be subject toexceptions and qualifications contained in separate disclosure schedules, may represent the applicable parties’ risk allocation in theparticular transaction, may be qualified by materiality standards that differ from what may be viewed as material for securities lawpurposes or may no longe