Datavault AI Inc美股招股说明书(2026-04-23版)

75,942,666 Shares of Common Stock We are offering an aggregate of 75,942,666 shares (the “Offered Shares”) of our common stock, parvalue $0.0001 per share (the “Common Stock”), pursuant to this prospectus supplement, the accompanyingbase prospectus and that certain subscription agreement, dated April16, 2026 (the “SubscriptionAgreement”), by and between us and Vivasor, Inc. (“Vivasor”). Pursuant to the Subscription Agreement,Vivasor issued and sold to us 8,163,265 of its SeriesA Common Stock (the “Vivasor Shares”) at a price of$6.125 per share, for an aggregate purchase price of $50million. The Offered Shares are being issued asconsideration for the purchase of the Vivasor Shares. Because the Offered Shares offered by this prospectus supplement will be issued only as considerationto Vivasor in respect of the Vivasor Shares, we will not receive any proceeds from this offering. We are notpaying underwriting discounts or commissions, nor are we utilizing the services of any placement agent forthis offering. No underwriter or other person has been engaged to facilitate this issuance of the OfferedShares. We will pay all of our expenses in connection with the registration, offering, and issuance of theOffered Shares pursuant to the Subscription Agreement. Our Common Stock is listed on the Nasdaq Capital Market, under the symbol “DVLT.” On April 22,2026, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $0.76 per share. 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. Before buying any of our securities, you shouldcarefully read “Risk Factors” on pageS-3of this prospectus supplement and under similar headings in thedocuments that are incorporated by reference into this prospectus supplement and the accompanyingprospectus. 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. Delivery of the Offered Shares being offered pursuant to this prospectus supplement and theaccompanying prospectus is expected to be made on or about April 23, 2026. The date of this prospectus supplement is April 16, 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-2RISK FACTORSS-3USE OF PROCEEDSS-4DESCRIPTION OF SECURITIES THAT WE ARE OFFERINGS-5PLAN OF DISTRIBUTIONS-6LEGAL MATTERSS-7EXPERTSS-7WHERE YOU CAN FIND MORE INFORMATIONS-7INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-8 Base Prospectus PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3RISK FACTORS4USE OF PROCEEDS5THE SECURITIES WE MAY OFFER6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF DEBT SECURITIES11DESCRIPTION OF WARRANTS20DESCRIPTION OF RIGHTS21DESCRIPTION OF UNITS22PLAN OF DISTRIBUTION23LEGAL MATTERS26EXPERTS26WHERE YOU CAN FIND MORE INFORMATION26INCORPORATION OF DOCUMENTS BY REFERENCE27 No dealer, salesperson or other person is authorized to give any information or to represent anything notcontained in this prospectus supplement or the accompanying prospectus. You must not rely on anyunauthorized information or representations. This prospectus supplement and the accompanying prospectusare an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where itis lawful to do so. The information contained in this prospectus supplement and the accompanying prospectus iscurrent 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 statementon Form S-3 (File No. 333-294502) utilizing a shelf registration process relating to the securities describedin this prospectus supplement, which registration statement was declared effective on March25, 2026.Under this shelf registration process, we are offering shares of our Common Stock in the offering describedin this prospectus supplement. This document consists of two parts. The first part is the prospectus supplement, including thedocuments incorporated by reference herein, which describes the specific terms of this offering. The secondpart, the accompanying prospectus, including the documents incorporated by reference therein, providesmore general information. In general, when we refer only to the prospectus, we are referring to both parts ofthis document combined. Before you invest, you should carefully read this prospectus supplement, theaccompanying prospectus, all information