Datavault AI Inc美股招股说明书(2026-02-27版)

Warrants to Purchase up to 9,723,244 Shares of Common Stock(and the Shares of Common Stock Underlying the Warrants) This prospectus supplement relates to the issuance of warrants (each, a “Warrant” and collectively, the“Warrants”) to purchase up to 9,723,244 shares of our common stock, par value $0.0001 per share(“Common Stock”), by us on February27, 2026 (the “Distribution Date”) in a dividend distribution toeligible record holders of Common Stock and other of our equity securities that have certain contractualrights to participate in the dividend distribution (collectively, the “Record Holders” and, such securities,collectively, the “Datavault Securities”), in each case as of the close of business on January7, 2026 (the“Record Date”). Our Common Stock is listed on the Nasdaq Capital Market under the symbol “DVLT.” On February26,2026, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $0.72 per share. The Distribution was made to the Record Holders pursuant to a warrant agreement by and between usand VStock Transfer, LLC, as warrant agent, governing the Warrants (the “Warrant Agreement”), on thebasis of one Warrant to purchase one share of Common Stock for every 60 shares (rounding down to thenearest increment of 60 shares) of Common Stock held (or, for Datavault Securities other than CommonStock, shares of Common Stock underlying such Datavault Securities held, subject to the contractual termsof such securities) by such holders as of the close of business on the Record Date. Each Warrant entitles theholder thereof to purchase, subject to certain conditions specified in the Warrants, one share of CommonStock at an exercise price of $5.00 per share (subject to adjustment for recapitalizations, stock splits, stockdividends and similar types of transactions as set forth in the Warrants), at any time and from time to timefollowing the Distribution Date until 5:00p.m. New York City time on February27, 2027. The Warrantsmay be exercised for cash, other than in certain circumstances in which “cashless exercise” is permitted, asset forth in the Warrants. The Warrants may not be transferred, assigned or sold, except under limitedcircumstances set forth in the Warrants. The exercise of the Warrants is conditioned upon the requirementthat the applicable Record Holder holds at least one Dream Bowl Meme Coin II token per Warrant (whichtoken must be held in a digital wallet with us) as of the date of exercise of each such Warrant (whichcondition will be subject to verification by us). We have made separate announcements and filings with theSecurities and Exchange Commission regarding the Dream Bowl Meme Coin II tokens and investors areencouraged to read such announcements and filings for more information regarding such tokens. We will receive proceeds from any exercise of the Warrants for cash. See “Use of Proceeds” in thisprospectus supplement. In connection with the distribution contemplated by this prospectus supplement, we will reduce themaximum aggregate amount of shares that we will sell pursuant to that certain Equity DistributionAgreement, dated July21, 2025, by and between us and Maxim Group LLC, as sales agent, from$50,000,000 to $33,383,781, to accommodate the issuance of the Warrants and the Warrant Shares under theregistration statement to which this prospectus supplement relates. You should read this prospectus, together with additional information described under the heading“Where You Can Find More Information,” and any amendments or supplements carefully before you investin any of our securities. Investing in our securities involves a high degree of risk.See“Risk Factors” on page S-9of this prospectussupplement, on page4of the accompanying prospectus, and under similar headings in the other documents thatare incorporated by reference into this prospectus supplement and the accompanying prospectus for adiscussion of the factors you should carefully consider before deciding to purchase shares of our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement and the accompanying prospectusare truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is February27, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSS-iiiINDUSTRY AND MARKET DATAS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-9USE OF PROCEEDSS-16DESCRIPTION OF THE WARRANTSS-17CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCESS-20LEGAL MATTERSS-27EXPERTSS-27WHERE YOU CAN FIND MORE INFORMATIONS-27INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-28 Base Prospectus PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3RISK FACTORS4USE OF PROCEEDS21THE SECURITIES WE MAY OFFER22DESCRIP