| 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. 1 to Schedule 13D (this "Amendment No. 1") 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 (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) | Item 2(a) of the Schedule 13D is amended and restated as follows:
This Schedule 13D is being filed by (i) Nathaniel Bradley, with respect to the shares directly and beneficially owned by him, his spouse, Sonia Choi, and EOS Technology Holdings Inc. ("EOS", formerly known as Data Vault Holdings Inc. or "Data Vault."), of which Mr. Bradley is Chief Executive Officer and sold director; (ii) Ms. Choi, with respect to the shares directly and beneficially owned by her and her spouse, Mr. Bradley; and (iii) EOS, with respect to the shares directly and beneficially owned by it (together with Mr. Bradley and Ms. Choi, the "Reporting Persons"). |
| (c) | Item 2(c) of the Schedule 13D is amended and restated as follows:
EOS is a data technology and licensing company. Mr. Bradley is the Chief Executive Officer and sole director of EOS. Mr. Bradley is also the Chief Executive Officer and a member of the board of directors of the Issuer. Ms. Choi is the Chief Marketing Officer of EOS and the Issuer. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D is amended to add the following:
On June 20, 2025, Mr. Bradley received 50,000 shares as a result of the scheduled vesting of a portion of the restricted stock units ("RSUs") granted on January 2, 2025 as compensation for Mr. Bradley's service as an officer of the Issuer.
On June 25, 2025, Mr. Bradley received 218,905 restricted shares as compensation for his service as an employee of the Issuer pursuant to the issuer's 2018 Long-Term Stock Incentive Plan.
On February 26, 2025 and June 25, 2025, Ms. Choi received 150,000 and 54,726 restricted shares, respectively, as compensation for her service as an employee of the Issuer pursuant to the issuer's 2018 Long-Term Stock Incentive Plan. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is amended to add the following:
To the extent required, the disclosure in Item 3 of this Amendment No. 1 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. 1 is based upon 81,593,467 shares outstanding as of June 25, 2025. |
| (b) | Item 5(b) of the Schedule 13D is amended and restated as follows:
As of the date of this Amendment No. 1, Mr. Bradley beneficially owned 10,695,952 shares, consisting of 3,715,361 shares held directly by Mr. Bradley, 3,999,911 shares held directly by EOS Technology Holdings Inc., and 2,980,680 shares held directly by Ms. Choi.
As of the date of this Amendment No. 1, Ms. Choi beneficially owned 6,696,041 shares, consisting of 2,980,680 shares held directly by Ms. Choi and 3,715,361 shares held directly by Mr. Bradley. |
| (c) | Except as set forth in Item 4 of this Amendment No. 1, 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. 1. |
| (e) | Item 5(e) of the Schedule 13D is amended to add the following:
As of June 25, 2025, EOS Technology Holdings Inc. had ceased to be the beneficial owner of more than five percent of the outstanding shares of the Issuer. |
