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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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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) |
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
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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: |
| ||||||||
| 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
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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
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
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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
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
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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. 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.
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