| UNITED STATES | OMB APPROVAL |
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: . . . . . 3235-0058 |
| Washington, D.C. 20549 | Expires: August 31, 2025 |
| Estimated average burden hours | |
| FORM 12b-25 | per response. . . . . . . . 2.50 |
| NOTIFICATION OF LATE FILING |
| SEC FILE NUMBER |
| 001-38608 |
| CUSIP NUMBER |
| 86633R 609 |
| (Check one): | ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR |
For Period Ended: June 30, 2025
¨ Transition Report on Form 10-K
¨ Transition Report on Form 20-F
¨ Transition Report on Form 11-K
¨ Transition Report on Form 10-Q
¨ Transition Report on Form N-SAR
For the Transition Period Ended:__________________________________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
PART I — REGISTRANT INFORMATION
DATAVAULT AI INC.
Full Name of Registrant
Former Name if Applicable
15268 NW Greenbrier Pkwy
Address of Principal Executive Office (Street and Number)
Beaverton, OR 97006
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | |
| x | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule (c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Datavault AI Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Quarterly Report”). The Company requires additional time to finalize and review its consolidated financial statements due to a combination of factors, including purchase accounting and related disclosures resulting from a business acquisition that occurred during the quarter. As a result of the foregoing, the Company is unable, without unreasonable effort or expense, to file its Quarterly Report by the prescribed due date of August 14, 2025. The Company is working diligently to complete the Form 10-Q as soon as possible.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Brett Moyer | (408) | 627-4716 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes x No ¨ |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ¨ No x |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
DATAVAULT AI INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date | August 14, 2025 | By: | /s/ Brett Moyer | |
| Brett Moyer | ||||
| Chief Financial Officer |