Datavault AI Inc美国招股说明书（2026年2月27日版）

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 contractual 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 Warrants 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 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 a 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 prospectus The date of this prospectus supplement is February27, 2026. 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 OFFER22DESCRIPTION OF CAPITAL STOCK23DESCRIPTION OF DEBT SECURITIES27DESCRIPTION OF WARRANTS30DESCRIPTION OF RIGHTS32DESCRIPTION OF UNITS33PLAN OF DISTRIBUTION34LEGAL MATTERS37EXPERTS37WHERE YOU CAN FIND MORE INFORMATION37INCORPORATION OF DOCUMENTS BY REFERENCE38 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. 333-288538) utilizing a shelf registration process relating to the securities describedin this prospectus supplement, which registration statement, as amended, was declared effective on July9, 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 doc