Datavault AI Inc美股招股说明书(2026-05-05版)

Datavault AI Inc.109,090,910 Shares of Common Stock We are offering 109,090,910 shares (the “Shares”) of our common stock, par value $0.0001 per share (the“Common Stock”), in a registered direct offering to a limited number of purchasers pursuant to this prospectussupplement and the accompanying prospectus. Titan Partners Group LLC, a division of American Capital Partners, LLC (together with its affiliates, “TitanPartners”), has agreed to serve as sole placement agent (the “Placement Agent”) in connection with this offering.See “Plan of Distribution” beginning on pageS-24of this prospectus supplement for more information. We are also offering by this prospectus supplement and the accompanying prospectus the Placement AgentWarrants (as defined below) and the shares of our Common Stock issuable from time to time upon exercise of thePlacement Agent Warrants. We are a “smaller reporting company” under applicable U.S. Securities and Exchange Commission (the“SEC”) rules and, as such, have elected to comply with certain reduced public company disclosure requirementsin this prospectus supplement and future filings. See the section titled “Prospectus Supplement Summary —Implications of Being a Smaller Reporting Company.” Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “DVLT.” On May1, 2026, the last reported sale price of our Common Stock on Nasdaq was $0.74 per share. You should read this prospectus supplement, the accompanying prospectus and the documents incorporatedby reference herein and therein, together with additional information described under the heading “Where YouCan Find More Information,” and any amendments or supplements carefully before you invest in any of oursecurities. Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefullyread “Risk Factors” on pageS-9of this prospectus supplement and under similar headings in the documents that areincorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representationto the contrary is a criminal offense. (1)We have agreed to reimburse the Placement Agent for certain expenses. Does not include additional items ofcompensation payable to the Placement Agent, including the Placement Agent Warrants. See the sectiontitled “Plan of Distribution” for a description of the compensation payable to the Placement Agent. The amount of the offering proceeds to us presented in this table does not include proceeds from the exerciseof the Placement Agent Warrants. Delivery of the Shares and the Placement Agent Warrants is expected to be made on or about May 5, 2026,subject to the satisfaction of customary closing conditions. The Shares will be settled via The Depository TrustCompany. The Placement Agent Warrants will be delivered to the Placement Agent in certificated form. Sole Placement Agent Titan Partnersa division of American Capital Partners The date of this prospectus supplement is May 3, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-4RISK FACTORSS-9USE OF PROCEEDSS-14DIVIDEND POLICYS-14CAPITALIZATIONS-15DILUTIONS-16DESCRIPTION OF SECURITIES OFFEREDS-18MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCESS-19PLAN OF DISTRIBUTIONS-24LEGAL MATTERSS-27EXPERTSS-27WHERE YOU CAN FIND MORE INFORMATIONS-27INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-28 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 Whenever we refer to the “Company,” “Datavault AI,” “DVLT,” “we,” “our” or “us” in this prospectussupplement, we mean Datavault AI Inc, unless the context suggests otherwise. When we refer to “you” or“yours,” we mean the purchasers of the securi