Datavault AI Inc美股招股说明书(2026-01-15版)

This prospectus supplement amends and restates our prospectus supplement, dated January 4, 2026 (the “Original ProspectusSupplement”), for purposes of reflecting the amendment and restatement of the stock purchase agreement, dated January 4,2026 (the “Prior Stock Purchase Agreement”), by and between us and the inventor named therein (the “Initial Inventor”),pursuant to which we had agreed to issue to such Initial Inventor an aggregate of 7,500,000 shares (the “Shares”) of ourcommon stock, par value $0.0001 per share, in consideration for the assignment by such Initial Inventor of certain intellectualproperty rights to us. We have not issued any Shares pursuant to the Prior Stock Purchase Agreement. The amended andrestated stock purchase agreement, dated January 14, 2026, by and among us, the Initial Inventor and the other inventorsnamed therein (the “Additional Inventors” and, together with the Initial Inventor, the “Inventors”), which amends, restatesand supersedes in its entirety the Prior Stock Purchase Agreement, provides for the issuance by us of an aggregate of 7,500,000Shares to the Inventors in consideration for the assignment by such Inventors of certain intellectual property rights to us.Other than the foregoing changes, this prospectus supplement contains no changes to our Original Prospectus Supplement. Filed pursuant to Rule 424(b)(5)Registration No. 333-288538 Prospectus Supplement(to Prospectus dated July 9, 2025) 7,500,000 Shares of Common Stock We are offering an aggregate of 7,500,000 shares (the “Shares”) of our common stock, par value $0.0001 per share (the “CommonStock”), pursuant to this prospectus supplement, the accompanying base prospectus and that certain amended and restated stockpurchase agreement, dated January 14, 2026 (the “Stock Purchase Agreement”), by and among us and the inventors named therein (the“Inventors”). The Shares are being issued in consideration for the assignment by the Inventors of certain intellectual property rights tothe Company. Of the 7,500,000 Shares to be issued by us to the Inventors, we have agreed to issue to the Inventors (i) an aggregate of2,500,000 Shares (the “Initial Closing Shares”) on the first trading day (as such term is defined in the Stock Purchase Agreement)immediately following the execution and delivery of the Stock Purchase Agreement and (ii) an aggregate of 5,000,000 Shares (the“Contingent Shares”) within five trading days following the date on which the condition set forth in the Stock Purchase Agreement issatisfied, provided such condition is satisfied on or before December 31, 2028. Because the Shares offered by this prospectus supplement will be issued only as consideration to the Inventors, we will not receive anyproceeds from this offering. We are not paying underwriting discounts or commissions, nor are we utilizing the services of anyplacement agent for this offering. No underwriter or other person has been engaged to facilitate this issuance of the Shares. We will pay all of our expenses in connection with the registration, offering, and issuance of the Shares pursuant to the Stock PurchaseAgreement. Our Common Stock is listed on the Nasdaq Capital Market, under the symbol “DVLT.” On January 2, 2026, the last reported sale priceof our Common Stock on the Nasdaq Capital Market was $1.01 per share. You should read this prospectus, together with additional information described under the heading “Where You Can Find MoreInformation,” and any amendments or supplements carefully before you invest in any of our securities. Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully read “RiskFactors” on page S-4 of this prospectus supplement, on page 4 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 Closing Shares being offered pursuant to this prospectus supplement and the accompanying prospectus isexpected to be made on or about January 15, 2026. Delivery of the Contingent Shares is expected to be made within five trading daysfollowing the date on which the condition set forth in the Stock Purchase Agreement is satisfied, provided such condition is satisfiedon or before December 31, 2028. If such condition is not satisfied by such date, our obligation to deliver the Contingent Shares willautomatically terminate. The date of this prospectus supplement is January 14, 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSS-iiiINDUSTRY AND MARKET