Datavault AI Inc美股招股说明书(2025-10-28版)

We are offering 5,725,907 shares (the “Shares”) of our common stock, par value $0.0001 per share (the “Common Stock”), pursuant tothis prospectus supplement and the accompanying prospectus. We have entered into a securities purchase agreement (the “Purchase Agreement”), dated October24, 2025, with the purchasers partythereto (the “Purchasers”), relating to the issuance of the Shares. The aggregate purchase price for the Shares is $2,500,000. The pershare purchase price for the Initial Shares (as defined below) is $0.34 and the per share purchase price for the Additional Shares (asdefined below) is $0.47. The issuance of the Shares will be undertaken in two separate closings. On the initial closing date (the “Initial Closing Date”), which isexpected to be on or about October29, 2025, the Company will issue 1,470,588 shares (the “Initial Shares”) of Common Stock (the“Initial Closing”). The Company is expected to issue (the “Additional Closing” and such date, the “Additional Closing Date” andtogether with the Initial Closing Date, each a “Closing Date”) to the Purchasers 4,255,319 shares (the “Additional Shares”) ofCommon Stock on the business day immediately after it obtains the approval by the stockholders of the Company of an amendment tothe Company’s certificate of incorporation increasing the number of shares of Common Stock authorized for issuance to an amountsufficient to satisfy the Company’s existing contractual obligations (the “Stockholder Approval”). Our Common Stock is listed on the Nasdaq Capital Market, under the symbol “DVLT”. On October23, 2025, the last reported saleprice of our Common Stock on the Nasdaq Capital Market was $$2.25 per share. Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully read “RiskFactors” on pageS-4 of this prospectus supplement, on page4 of the accompanying prospectus, and under similar headings inthe other documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Anyrepresentation to the contrary is a criminal offense. Delivery of the Initial Shares being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to bemade on or about October29, 2025, subject to the satisfaction of certain closing conditions. Delivery of the Additional Shares beingoffered pursuant to this prospectus supplement and the accompanying prospectus is expected to be made on or about the business dayimmediately after the date Stockholder Approval is obtained, subject to the satisfaction of certain closing conditions. The date of this prospectus supplement is October24, 2025 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-7DILUTIONS-8DESCRIPTION OF SECURITIES THAT WE ARE OFFERINGS-9PLAN OF DISTRIBUTIONS-10LEGAL MATTERSS-11EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATIONS-11INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-12 Prospectus PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3RISK FACTORS4USE OF PROCEEDS22THE SECURITIES WE MAYOFFER23DESCRIPTION OF CAPITAL STOCK24DESCRIPTION OF DEBT SECURITIES28DESCRIPTION OF WARRANTS32DESCRIPTION OF RIGHTS34DESCRIPTION OF UNITS35PLAN OF DISTRIBUTION36LEGAL MATTERS39EXPERTS39WHERE YOU CAN FIND MORE INFORMATION39INCORPORATION OF DOCUMENTS BY REFERENCE40 No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in thisprospectussupplement or the accompanying prospectus.You must not rely on any unauthorized information orrepresentations. This prospectus supplement and the accompanying prospectus are an offer to sell only the securities offeredhereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in thisprospectus supplement and the accompanying prospectus is current only as of their respective dates. ABOUT THIS PROSPECTUS SUPPLEMENT We have filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on FormS-3 (File No.333-288538) utilizing a shelf registration process relating to the securities described in this prospectus supplement, which registrationstatement was declared effective on July9, 2025. Under this shelf registration process, we may, from time to time, sell up to $250million in the aggregate of shares of Common Stock, shares of preferred stock, debt securities, warrants, rights or units. This document consists of two parts. The first part is the prospectus supplement, including the documents incorporat