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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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DATAVAULT AI INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
86633R609 (CUSIP Number) |
Henry Ji, Ph.D. Scilex Holding Company, 960 San Antonio Rd, Palo Alto, CA, 94303 (650) 516-4310 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/23/2025 (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
Scilex Holding Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 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
DELAWARE
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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
265,102,560.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
47.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row 13: Percent of class beneficially owned is calculated based on 552,403,421 shares of common stock, par value $0.0001 per share ("Common Stock"), of Datavault AI Inc. (the "Issuer") outstanding as of November 25, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (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 ("Amendment No. 1) to Schedule 13D is being filed by Scilex Holding Company, a Delaware corporation ("SHC" or the "Reporting Person"), to amend the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by the Reporting Person on October 2, 2025 (the "Schedule 13D").
This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | For Item 2(a), see Schedule 13D filed on October 2, 2025. | |
| (b) | For Item 2(b), see Schedule 13D filed on October 2, 2025. | |
| (c) | For Item 2(c), see Schedule 13D filed on October 2, 2025. | |
| (d) | For Item 2 (d), see Schedule 13D filed on October 2, 2025. | |
| (e) | For Item 2(e), see Schedule 13D filed on October 2, 2025. | |
| (f) | For Item 2(f), see Schedule 13D filed on October 2, 2025. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
For Item 3, see Schedule 13D filed on October 2, 2025. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended by adding the following information:
On November 24, 2025 Datavault obtained the Stockholder Approval for the transactions contemplated by the Datavault SPA. On November 25, 2025, the purchase and sale of the Pre-Funded Warrant pursuant to the Datavault SPA was completed (the "Additional Closing"). The Pre-Funded Warrant was purchased for an aggregate of approximately $141.9 million in Bitcoin ("BTC") (based on the spot exchange rate of BTC as of the date immediately prior to the Initial Datavault Closing Date, as determined pursuant to the terms of the Datavault SPA). On November 25, 2025, following the Additional Closing, Scilex exercised in full the Pre-Funded Warrant for an aggregate exercise price of approximately $26.4 thousand, paid in cash. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person is deemed to be the beneficial owner of 265,102,560 shares of Common Stock held directly by the Reporting Person, representing approximately 47.99% of the issued and outstanding Common Stock. | |
| (b) | The information contained in rows 7 through 10 on the cover page of this Schedule 13D for the Reporting Person is incorporated herein by reference in its entirety. | |
| (c) | Except as disclosed in this Amendment No. 1's Exhibit 1, the Reporting Person has not effected transactions in the Common Stock since the date of the filing of the Schedule 13D. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
For Item 6, see Schedule 13D filed on October 2, 2025. | ||
| 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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