UPLOAD Filing
Datavault AI Inc.
Date: May 28, 2025 · CIK: 0001682149 · Accession: 0000000000-25-005610
AI Filing Summary & Sentiment
Reasoning
Letter
Re: Datavault AI Inc. Draft Registration Statement on Form S-3 Submitted May 9, 2025 CIK No. 0001682149 Dear Nathaniel Bradley:
May 28, 2025
Nathaniel Bradley Chief Executive Officer Datavault AI Inc. 15268 NW Greenbrier Pkwy Beaverton, OR 97006
We have reviewed your draft registration statement and have the following comment(s).
Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-3 filed May 9, 2025 General
1. We note that you are registering the resale of up to 12,897,401 shares of "Additional Warrant Shares" that underlie "Additional Warrants" that will be issued at a future "Additional Closing" date. Because these "Additional Warrants" are not yet outstanding and will not be outstanding until the "Additional Closing" date, it does not appear appropriate at this time to register the resale of the associated common stock. Please revise your registration statement accordingly or provide your analysis as to why you are able to register the resale of these shares at this time. Refer generally to Securities Act Compliance Disclosure and Disclosure Interpretation 139.11. May 28, 2025 Page 2
Please contact Eranga Dias at 202-551-8107 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation
Finance
Office of Manufacturing
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 28, 2025 Nathaniel Bradley Chief Executive Officer Datavault AI Inc. 15268 NW Greenbrier Pkwy Beaverton, OR 97006 Re: Datavault AI Inc. Draft Registration Statement on Form S-3 Submitted May 9, 2025 CIK No. 0001682149 Dear Nathaniel Bradley: We have reviewed your draft registration statement and have the following comment(s). Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement on Form S-3 filed May 9, 2025 General 1. We note that you are registering the resale of up to 12,897,401 shares of "Additional Warrant Shares" that underlie "Additional Warrants" that will be issued at a future "Additional Closing" date. Because these "Additional Warrants" are not yet outstanding and will not be outstanding until the "Additional Closing" date, it does not appear appropriate at this time to register the resale of the associated common stock. Please revise your registration statement accordingly or provide your analysis as to why you are able to register the resale of these shares at this time. Refer generally to Securities Act Compliance Disclosure and Disclosure Interpretation 139.11. May 28, 2025 Page 2 Please contact Eranga Dias at 202-551-8107 or Jay Ingram at 202-551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing </TEXT> </DOCUMENT>