Datavault AI Inc美股招股说明书(2025-09-25版)

Datavault AI Inc. 5,300,000 Shares of Common Stock This prospectus relates to the offer and resale of up to 5,300,000 validly issued, fully paid and nonassessable shares (the “Shares”) ofrestricted common stock, par value $0.0001 per share (the “Common Stock”), of Datavault AI Inc., a Delaware corporation (the“Company”, “we”, “us” or “our”), issued on May20, 2025 pursuant to that certain asset purchase agreementdated as of December19,2024, as amended by that certain amendment to the asset purchase agreement, dated as of December30, 2024, and as further amended bythat certain second amendment to the asset purchase agreement, dated as of February25, 2025, and as further amended by that certain thirdamendment to the asset purchase agreement, dated March31, 2025, and as further amended by that certain fourth amendment to the assetpurchase agreement, dated May14, 2025 (the “Asset Purchase Agreement”)between the Company and CompuSystems,Inc., an Texascorporation (“CSI”). The holders of the Shares are collectively referred to as the “Selling Stockholders.” For additional information regarding the issuance of the Common Stock, see “The Asset Purchase Transaction” on page23. The Shares will be resold from time to time by the Selling Stockholders listed in the section titled “Selling Stockholders” beginning onpage24. The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, will sell the Shares through publicor private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The SellingStockholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the SellingStockholders may sell their Shares hereunder following the effective date of this registration statement. We provide more information abouthow a Selling Stockholder may sell its Shares in the section titled “Plan of Distribution” on page28. We are registering the Shares on behalf of the Selling Stockholders, to be offered and sold by them from time to time. We will not receiveany proceeds from the sale of the Shares by the Selling Stockholders in the offering described in this prospectus. We have agreed to bear allof the expenses incurred in connection with the registration of the Shares. The Selling Stockholders will pay or assume discounts,commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Shares. Our Common Stock is currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “DVLT.” On September 24, 2025, thelast reported sale price of our Common Stock on Nasdaq was $0.65. This offering will terminate on the earlier of (i)the date when all of the securities registered hereunder have been sold pursuant tothis prospectus or Rule144 under the Securities Act of 1933, as amended (the “Securities Act”), and (ii)the date on which all of suchsecurities may be sold pursuant to Rule144 without volume or manner-of-sale restrictions, unless we terminate it earlier. Investing in our Common Stock involves risks. You should carefully review the risks described under the heading “Risk Factors”beginning on page8 and in the documents which are incorporated by reference herein before you invest in our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is September 25, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS2SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS3INDUSTRY AND MARKET DATA4PROSPECTUS SUMMARY5ABOUT THIS OFFERING7RISK FACTORS8THE ASSET PURCHASE TRANSACTION23SELLING STOCKHOLDERS24USE OF PROCEEDS26DESCRIPTION OF SECURITIES THAT THE SELLING STOCKHOLDERS ARE OFFERING27PLAN OF DISTRIBUTION28DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY30LEGAL MATTERS30EXPERTS30WHERE YOU CAN FIND MORE INFORMATION30INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE31 ABOUT THIS PROSPECTUS This prospectus describes the general manner in which the Selling Stockholders may offer from time to time up to 5,300,000 shares ofCommon 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 youwith 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 Comm