WISA Amendment: EOS Converts $3.2M to 10M Shares; Consultant Transfer

Rhea-AI Filing Summary

Datavault AI Inc. Schedule 13D Amendment No. 3 updates beneficial ownership and discloses transactions among the reporting persons. The filing reports that EOS Technology Holdings Inc. transferred 110,909 shares to a consultant under a consulting agreement and that EOS converted $3,200,000 of a $10,000,000 convertible promissory note into 10,000,000 shares at $0.32 per share pursuant to an amendment that waived the note's floor price.

The amendment restates ownership based on 116,701,378 shares outstanding: Nathaniel Bradley beneficially owns 19,700,790 shares (16.9%), Sonia Choi beneficially owns 7,411,788 shares (6.4%), and EOS beneficially owns 12,289,002 shares (10.5%). The amendment adds the convertible note amendment and conversion agreement as an exhibit.

Positive

• Transparent disclosure of the EOS Note Amendment and conversion agreement as an exhibit
• Updated ownership figures based on a clear outstanding share count of 116,701,378
• Converted debt to equity (EOS converted $3,200,000 into 10,000,000 shares), reducing promissory note balance

Negative

• Material dilution from issuance of 10,000,000 shares, which affects existing shareholders' percentage ownership
• Waiver of note floor price allowed conversion at $0.32, potentially unfavorable to other shareholders
• Related-party transfers include 110,909 shares transferred to a consultant by EOS, indicating insider-related share movements

Insights

Securities Analyst

TL;DR: EOS converted $3.2M of a $10M note into 10M shares at $0.32, and transferred 110,909 shares under a consulting agreement.

The filing documents a material equity issuance resulting from a note conversion that increased EOS's direct share count by 10,000,000 shares and updated ownership percentages using 116,701,378 shares outstanding. The conversion price of $0.32 and the explicit waiver of the note's floor price are central facts for assessing dilution and cap table changes. The transfer of 110,909 shares to a consultant is disclosed but small relative to total outstanding shares. The inclusion of the Convertible Promissory Note Amendment as an exhibit provides primary source detail for investors and analysts.

Corporate Governance Expert

TL;DR: Amendment clarifies related-party holdings and documents a significant conversion and a consultant share transfer.

The amendment restates beneficial ownership for the reporting persons and clarifies relationships (spouse, CEO, and entity affiliations). It records an equity issuance via conversion and a consultant transfer, and attaches the conversion agreement as an exhibit for transparency. The filing does not disclose any additional governance actions or new voting arrangements beyond updated share counts.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Datavault AI Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

86633R609

(CUSIP Number)

Nathaniel Bradley
48 Wall Street, Floor 11,
New York, NY, 10005
520-631-9595

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 86633R609

1

Name of reporting person

Nathaniel Bradley

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,700,790.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,700,790.00

11

Aggregate amount beneficially owned by each reporting person

19,700,790.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Mr. Bradley is Chief Executive Officer and sole director of EOS Technology Holdings Inc. (formerly known as Data Vault Holdings Inc.) and the spouse of Sonia Choi. The shares beneficially owned by Mr. Bradley consist of 4,235,970 shares held directly by Mr. Bradley, 12,289,002 shares held directly by EOS Technology Holdings Inc., and 3,175,818 shares held directly by Ms. Choi.

SCHEDULE 13D

CUSIP No. 86633R609

1

Name of reporting person

Sonia Choi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,411,788.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,411,788.00

11

Aggregate amount beneficially owned by each reporting person

7,411,788.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Ms. Choi is the spouse of Mr. Bradley. The shares beneficially owned by Ms. Choi consist of 3,175,818 shares held directly by Ms. Choi and 4,235,970 shares held directly by Mr. Bradley.

SCHEDULE 13D

CUSIP No. 86633R609

1

Name of reporting person

EOS Technology Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,289,002.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,289,002.00

11

Aggregate amount beneficially owned by each reporting person

12,289,002.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

These shares are held directly by EOS Technology Holdings Inc.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Datavault AI Inc.
(c)	Address of Issuer's Principal Executive Offices: 15268 NW Greenbrier Pkwy, Beaverton, OREGON , 97006.
Item 1 Comment: This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") relating to the shares of common stock, par value $0.0001 per share ("Common Stock"), of Datavault AI Inc., a Delaware corporation (the "Issuer"), amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on January 13, 2025, as amended by the Amendment No. 1 to Schedule 13D, filed by the Reporting Persons with the SEC on June 27, 2025, and the Amendment No. 2 to Schedule 13D, filed by the Reporting Persons with the SEC on August 12, 2025 (the "Schedule 13D"). Except as specifically amended below, all other provisions of the Schedule 13D remain in effect. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	The information set forth in Item 2(a) of the Schedule 13D is incorporated herein by reference.
(c)	The information set forth in Item 2(c) of the Schedule 13D is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 3 of the Schedule 13D is incorporated herein by reference
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is amended to add the following: 110,909 shares of Common Stock of the Issuer were transferred by EOS Technology Holdings Inc. ("EOS") to a third party in connection with a consulting agreement, dated as of August 19, 2025 (the "Consulting Agreement"), by and between EOS and the consultant under the Consulting Agreement. 10,000,000 shares of Common Stock of the Issuer were issued to EOS pursuant to an amendment and conversion agreement, dated as of September 7, 2025 (the "EOS Note Amendment") between EOS and the Issuer, to the Convertible Promissory Note (the "EOS Note") issued to EOS on December 31, 2024 in the original principal amount of $10,000,000. Pursuant to the EOS Note Amendment, EOS converted (the "EOS Note Conversion") $3,200,000 of the balance of the EOS Note into 10,000,000 shares of Common Stock, at a conversion price of $0.32 per share, and the floor price set forth in the EOS Note was waived and did not apply to the EOS Note Conversion. To the extent required, the disclosure in Item 3 of this Amendment No. 3 is incorporated by reference in this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is amended and restated as follows: The percentage ownership of shares of Common Stock set forth in this Amendment No. 3 is based upon 116,701,378 shares outstanding as of September 9, 2025.
(b)	Item 5(b) of the Schedule 13D is amended and restated as follows: As of the date of this Amendment No. 3, Mr. Bradley beneficially owned 19,700,790 shares, consisting of 4,235,970 shares held directly by Mr. Bradley, 12,289,002 shares held directly by EOS Technology Holdings Inc., and 3,175,818 shares held directly by Ms. Choi. As of the date of this Amendment No. 3, Ms. Choi beneficially owned 7,411,788 shares, consisting of 3,175,818 shares held directly by Ms. Choi and 4,235,970 shares held directly by Mr. Bradley. As of the date of this Amendment No. 3, EOS beneficially owned 12,289,002 shares, held directly by EOS.
(c)	Except as set forth in Item 4 of the Schedule 13D, the Reporting Persons have not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Amendment No. 3.
(e)	The information set forth in Item 2(a) of the Schedule 13D is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is amended to add the following: 99.10 Convertible Promissory Note Amendment and Conversion Agreement by and between the Company and EOS, dated as of September 7, 2025. https://www.sec.gov/Archives/edgar/data/1682149/000110465925088049/tm2525483d1_ex4-1.htm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Nathaniel Bradley

Signature:	/s/ Nathaniel Bradley
Name/Title:	Nathaniel Bradley
Date:	09/09/2025

Sonia Choi

Signature:	/s/ Sonia Choi
Name/Title:	Sonia Choi
Date:	09/09/2025

EOS Technology Holdings Inc.

Signature:	/s/ Nathaniel Bradley
Name/Title:	Nathaniel Bradley, CEO
Date:	09/09/2025

FAQ

What did the Schedule 13D/A filed for WISA disclose?

It disclosed a transfer of 110,909 shares to a consultant and that EOS converted $3,200,000 of a $10,000,000 note into 10,000,000 shares at $0.32 per share.

How many shares outstanding were used to calculate percentages in the filing?

116,701,378 shares outstanding were used to calculate ownership percentages as of the amendment.

What are the updated ownership percentages for the reporting persons?

Nathaniel Bradley: 19,700,790 shares (16.9%); Sonia Choi: 7,411,788 shares (6.4%); EOS Technology Holdings Inc.: 12,289,002 shares (10.5%).

What was the conversion price and amount converted by EOS?

Conversion price: $0.32 per share; Amount converted: $3,200,000 of the EOS Note, resulting in 10,000,000 shares.

Was the note floor price applied to the conversion?

No. The filing states the floor price set forth in the EOS Note was waived and did not apply to the EOS Note Conversion.