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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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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) |
06/25/2025 (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
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
10,695,952.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.1 % | ||||||||
| 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 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.
SCHEDULE 13D
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| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,696,041.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.2 % | ||||||||
| 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 2,980,680 shares held directly by Ms. Choi and 3,715,361 shares held directly by Mr. Bradley.
SCHEDULE 13D
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,999,911.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 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
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| 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. | |
| 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.
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