美国

证券和交易所委员会

华盛顿特区 20549

表格 8-K

目前的报告

根据《证券交易法》第13或15条（d）款

报告日期（最早事件日期）：2024年11月12日

达蒙公司

（注册机构的确切名称，如其宪章所规定）

注册人的电话号码，包括区号：(585)768-2513(408) 702-2167

Not Applicable

根据证券法规定的第13(a)条，在交易所遵守任何新的或修订的财务会计准则的延长过渡期。

如果表格8-K打算同时满足注册人根据以下规定的任何一项的文件报告义务，请勾选适当的框

根据法案第12（b）项注册的证券：

请在以下复选框内打勾，表明注册申请人是否为《1933年证券法规则》第405条或本章第230.405条或《1934年证券交易所法》第1202.2条或本章第240.12亿.2条定义的新兴成长型企业。

新兴成长公司 ☒

如果是新兴成长性企业，请勾选是否选择使用延长的过渡期以符合任何新的或修订的财务会计准则，根据《交易法》第13(a)节的规定。 ☐

简介

正如我们在2024年11月12日修订并生效的100-120亿表格注册声明中所述（“表格10”），在2023年10月23日，XTI Aerospace, Inc.（之前名为 Inpixon）（“母公司”）和Grafiti Holding Inc.（“Grafiti”或“公司”）签署了一项分离和分配协议，按照该协议，所有杰出的Grafiti Ltd.的股份（英国一家有限责任公司）（“Grafiti UK”），该公司为工程师和科学家提供数据分析和统计可视化解决方案，均被转让给Grafiti，因此在2023年12月26日，Grafiti UK成为Grafiti的全资子公司（“重组”）。重组后，借助于从母公司剥离Grafiti的情况，在2023年12月27日（“记录日期”），持有母公司的所有杰出普通股（“信托股份”）被转让到Grafiti Holding Inc.清算信托（“信托”），以为母公司的普通股、优先股及那些合同上有权参与信托股份分配的杰出warrants持有者的利益而持有，按记录日期的比例（统称为“参与的母公司证券持有者”）。在2024年11月12日（“分配日期”），信托股份按比例分配给参与的母公司证券持有者，比例为每持有50股母公司普通股的参与母公司证券持有者获得1股信托股份，所有的碎股均被向上取整，最终向参与的母公司证券持有者分配了总计3,536,746股信托股份。

此外，在2023年10月23日，公司、母公司、Damon Motors Inc.（“Damon”）和144448420亿.C.有限公司（“Amalco Sub”）公司的全资子公司，签署了一项业务合并协议（根据于2024年6月18日修订的第一修正案业务合并协议和于2024年9月26日修订的第二修正案业务合并协议，简称“业务合并协议”）。2024年11月13日，Damon和Amalco Sub综合公司进行合并，作为公司的全资子公司继续存在（“合并”）。合并后，公司更名为“Damon Inc.”（以下简称为“合并公司”）。根据哥伦比亚地方法律下的重组计划，按照业务合并协议规定，Damon的证券持有人以Damon的证券交换为融合考虑（“融合考虑”），包括：

(i) 公司的14,761,045股普通股，也被称为“从属投票股份”（“普通交易所股份”）,

(ii) 发行给合并公司的首席执行官和董事Jay Giraud及其受控实体的公司的1,391,181股多投票股（"多投票股"），按1比1换股成公司普通股。

(iii) warrants（“Warrants”）以每股7.81美元的行使价格购买2,186,478股公司的普通股，条款与发放给前Damon认股证持有人的Damon认股证基本相似，并且

(iv) 期权购买1,942,127股普通股，行使价格在$0.57到$12.73之间，发放给前Damon期权持有者，依据公司股权激励计划。

这些 交易所是基于根据业务合并协议中的公式确定的交易比例。

在合并对价发行时，公司总共发行并流通19,376,429股普通股，按完全摊薄基准计算，流通24,896,215股普通股，以及发行并流通1,391,181股多重投票股份。

业务合并协议和修订案已作为展品2.2、2.3和2.4分别提交至10号表格，并通过此引用纳入本协议。权证形式作为展品4.3提交至本次8-k形式的当前报告，并通过此引用纳入本协议。

公司预计将于2024年11月18日在纳斯达克全球市场上开始交易。业务合并结束后，公司普通股的新CUSIP编号为235750106。

在合并生效时间之前（“生效时间”），即2024年11月12日，公司向不列颠哥伦比亚省公司注册处递交了变更通知书，以修改其章程通知书，其中包括授权公司修改章程，授权公司设立一类多投票股份，并规定多投票股份的权利和限制，以及普通股。持有普通股的持有人将有权享有每股一票的投票权，持有多投票股份的持有人将有权享有每股七票的投票权，在股东有权表决的所有事项上。

合并公司的股东在商业合并（“商业合并”）完成后的180天内受限于锁定条款，遵循以下解除时间表：在商业合并完成时解除20%，在完成后90天解除40%，在完成后180天解除剩余的40%；或者如果合并公司的普通股交易价格达到某一阈值则解除100%，除非公司和Damon提前解除。此外，任何在分拆和商业合并完成时担任合并公司董事或高管的股东，将在商业合并完成后的180天内受限于锁定条款，除非公司和Damon提前解除。Grafiti、Damon及Damon证券持有者（包括内部人士和外部人士）之间的原始锁定协议于2023年10月23日作为母公司提交给证券交易委员会（“SEC”）的当前报告8-k的附件10.5和10.6中备案，并在此处引用。这些锁定安排受限于第1.01项中描述的锁定解除协议中规定的某些提前解除。

项目1.01 进入具体实质性协议。

本当前报告（表格8-K）引言部分的信息在此按要求引用，供第1项1.01披露。

融资协议

街区 2024年6月 票据 – 修订的安防协议

在2024年11月13日，在业务合并的关闭之前，(a) 公司与Streeterville Capital LLC签署了修改版安防协议， 该协议日期为2024年6月26日（“Streeterville安防协议”），与某一总本金为6,470,000美元的担保票据相关（“Streeterville票据”）， 根据该协议，公司在其资产的所有权利、所有权、利益、索赔和要求中授予Streeterville安防权益（“修订的Streeterville安防协议”）；(b) Damon与Streeterville签署了一份安防协议（“DMI-Streeterville安防协议”）， 根据该协议，Damon授予Streeterville在其资产中的所有权利、所有权、利益、索赔和要求的安防权益；(c) Damon与Streeterville签署了一份知识产权安防协议（“DMI-Streeterville知识产权安防协议”）， 根据该协议，Damon授予Streeterville特定知识产权的安防权益。Streeterville对公司资产的安防权益依据2024年11月的债务融资（在下文中详细描述）根据 2024年11月13日的债权人协议（“债权人协议”）与所授予的安防权益平等。

对修订的Streeterville安防协议、DMI-Streeterville安防协议、DMI-Streeterville知识产权安防协议及债权人协议的上述描述没有完整的意图， 并且全部以各自参考协议的完整文本为准，这些协议已作为当前报告表格8-K的附件10.1、10.2、10.3和10.4提交并在此按要求引用。

2024年11月债务融资

东西方

于2024年11月13日， 公司与东西方犹他有限责任公司（Streeterville的关联公司）签署了一项票据购买协议（“东西方票据购买协议”），根据该协议，公司同意出售，东 西方同意购买一份总原始本金金额为8,385,000美元的担保本票（“东西方票据”），该私人发行依赖于适用证券法下的注册豁免（“东西方融资”）。东西方票据的原始发行折扣为1,885,000美元。在每个适用的融资日期，只要满足东西方融资条件（下文定义）(除非东西方放弃)，东西方票据的收益将按照以下时间表分批提供：(a) 2025年1月31日提供2,000,000.00美元，(b) 2025年4月30日提供1,500,000.00美元，(c) 2025年7月31日提供1,500,000.00美元，以及(d) 2025年9月30日提供1,500,000.00美元。

对于公司在融资过程中销售任何股权股份所筹集的每1.00美元资金，东西方可以自行选择将其下一个融资义务减少0.50美元。术语“东西方融资条件”是指：(i)本协议下未发生违约事件（如东西方票据中定义），(ii)次级投票股票已在纳斯达克证券市场（“纳斯达克”）上市交易，(iii)公司在美国证券交易委员会（SEC）根据《1934年美国证券交易法》（“交易法”）的要求及时提交文件；以及(iv)公司或达蒙在东西方票据发行日期后未对任何资产授予任何担保权益、留置权或负担。东西方票据将在初始融资批次发行后18个月到期。每由贷方根据东西方票据提供的1.00美元，将在未偿余额中增加另外0.29美元的原始发行折扣。其利率为每年10%，若发生违约事件（如东西方票据中定义），将提高至22%或适用法律允许的最高额度。在此情况下，东西方可立即将未偿余额乘以110%宣布到期。在控制权变更时，余额乘以110%也将到期。

自 在以下时间开始（即商务合并的关闭日期之后的十三个月或2026年1月1日，以较早者为准），East West有权要求公司每月赎回东海岸票据的初始本金余额的六分之一及其所产生的利息（每次月度行使称为“东海岸月度赎回金额”），只需向公司提供书面通知，前提是如果East West在相应的月份未行使东海岸月度赎回金额，则该东海岸月度赎回金额将在未来的任何月份可用，此外将加上该未来月份的东海岸月度赎回金额。

在与东海岸融资相关的情况下，Damon Motors Corporation，一家特拉华州公司及其全资子公司Damon（“Damon子公司”），Damon与Damon子公司于2024年11月13日签署了一份担保，其中Damon和Damon子公司对公司的东海岸票据义务进行了担保（“DMI和DMC东海岸担保”）。

此外，公司在东海岸票据下的义务得到了担保。在2024年11月13日，在商务合并关闭之前，(a) Grafiti Holding Inc.与东海岸签订了一份安全协议（“Grafiti-东海岸安全协议”），根据该协议，Grafiti Holding Inc.向东海岸授予了对其所有资产的所有权、利息、索赔和要求的担保权益；(b) Damon与东海岸签订了一份安全协议（“DMI-东海岸安全协议”），根据该协议，Damon向东海岸授予了对其所有资产的所有权、利息、索赔和要求的担保权益；(c) Damon与东海岸签订了一份知识产权安全协议（“DMI-东海岸知识产权安全协议”），根据该协议，Damon向东海岸授予了对其某些知识产权的担保权益。

上述关于东海岸票据、东海岸票据购买协议、Grafiti-东海岸安全协议、DMI-东海岸安全协议、DMI-东海岸知识产权安全协议，以及DMI和DMC东海岸担保的描述并不声称是完整的，且其具体内容应完全以每个所提及协议的完整文本为准，这些文本已作为本次8-k报告的附件4.1、10.5、10.6、10.7、10.8、10.9和10.10提交，并在此处以引用方式纳入。

Braebeacon

在2024年11月13日， 公司与Braebeacon Holdings Inc.（“BHI”）签订了一项票据购买协议（“BHI票据购买协议”）， 根据该协议，公司同意出售，BHI同意购买一张总面值为8,385,000美元的担保本票（“BHI票据”），该交易在私人配售中进行，依赖于适用证券法下的注册豁免（“BHI融资”；与东、西融资合称为“2024年11月债务融资”）。 BHI票据的原始发行折扣为1,885,000美元。只要在每个适用的融资日期满足BHI融资条件（除非BHI放弃），BHI票据的收益将按照以下时间表分期支付： (a) 2025年1月31日支付2,000,000美元，(b) 2025年4月30日支付1,500,000美元，(c) 2025年7月31日支付1,500,000美元，(d) 2025年9月30日支付1,500,000美元。

公司在任何公开发行证券时，为了筹集资本而出售任何股权股份所筹集的每1.00美元的资金， 在BHI的单独选择下，BHI可以将其下一个融资义务减少0.50美元。术语“BHI融资条件”指： (i) 在本协议下未发生违约事件（如BHI票据中定义），(ii) 从属投票股票已在纳斯达克上市交易， (iii) 公司按要求在证券交易法下向SEC提交的所有文件都是最新的；以及(iv) 公司或Damon在BHI票据的发行日期之后没有对其任何资产授予任何担保权益、留置权或负担。 对于每1.00美元由贷方根据BHI票据提供的资金，将在未偿余额上增加额外的0.29美元的原始发行折扣。 BHI票据将在首次融资期内的18个月后到期。其利率为10%每年， 在发生违约事件（如BHI票据中定义）时，将增加到22%或适用法律允许的最高利率。在此情况下，BHI可以宣布未偿余额乘以110%立即到期。发生控制权变更时，余额乘以110%也将到期。

自 （i）自业务合并的关闭日期起的十三个月和（ii）2026年1月1日中较早的日期起，BHI有权要求公司每月赎回本金总额的六分之一的BHI票据及其利息（每次赎回称为“BHI月度赎回金额”），需向公司提供书面通知；但如果BHI未在相应月份行使BHI月度赎回金额，则该BHI月度赎回金额可在未来任何月份赎回，外加该未来月份的BHI月度赎回金额。

在BHI融资过程中，达蒙子公司和达蒙于2024年11月13日签署了一项担保协议，达蒙及达蒙子公司担保公司的BHI票据义务（“DMI与DMC BHI担保”）。

此外，公司的BHI票据义务是有担保的。在2024年11月13日，在业务合并前，（a）Grafiti Holding Inc.与BHI签署了一项担保协议（“Grafiti-BHI担保协议”），Grafiti Holding Inc.向BHI授予了其资产的所有权、标题、权益、索赔和要求的担保利益；（b）达蒙与BHI签署了一项担保协议（“DMI-BHI担保协议”），达蒙向BHI授予了其资产的所有权、标题、权益、索赔和要求的担保利益；（c）达蒙与BHI签署了一项知识产权担保协议（“DMI-BHI知识产权担保协议”），达蒙向BHI授予了其某些知识产权的担保利益。

根据债权人协议，各方在上述融资交易中同意按比例平等排名，包括Streeterville、East West和BHI。

上述BHI票据、BHI票据购买协议、Grafiti-BHI担保协议、DMI-BHI担保协议、DMI-BHI知识产权担保协议及DMI与DMC BHI担保的描述并不完整，且均需以各自完整文本为准，该文本作为本次8-k表格的附录4.2、10.11、10.12、10.13、10.14、10.15和10.16提交，并通过引用纳入本文。

锁定解禁 协议

《商业合并协议》第二修正案规定，如果Damon的任何股东提前从《商业合并协议》下的锁定协议中被解除，那么母公司及母公司和公司的某些前管理人员，包括但不限于在交易关闭前担任公司首席执行官和唯一董事的Nadir Ali，以及在商业合并关闭时生效的公司董事Melanie Figueroa，他们通过期权行使获得的公司普通股，该普通股以《S-1注册声明》的形式注册，并于2024年11月12日获得SEC的修订和生效（“注册股票”），也将被解除各自的锁定义务，解除程度相同。

与BHI融资相关，BHI已请求解除对BHI债务人（“BHI债务人”）将收到的普通交易股票的锁定限制，BHI对其持有证券权益。2024年11月11日，公司、Damon与BHI债务人签署了一份锁定解除协议，以解除对BHI债务人收到的约一百万普通交易股票的锁定限制。根据该协议，（i）60%的注册股票将在商业合并关闭后立即解除，（ii）40%的注册股票将在（a）关闭日期后三十天或（b）公司完成筹集至少13,000,000美元的股权融资之日解除。此外，作为购买额外500,000美元可转换本票的对价，Damon与一位现有持票人于2024年10月10日签署了一份锁定解除协议，以解除对持票人及其关联方收到的约261,000股普通交易股票的锁定限制。

上述锁定解除协议的描述不意图完整，并且完全受各自协议的完整文本的限制，该文本已作为本当前报告的Exhibits 10.17和10.20提交于8-k表格，并在此处引用。

联名协议 和创始人协议

关于向公司首席执行官兼董事Jay Giraud及其控制实体发行1,391,181股多选票股份的事宜， 公司与Giraud先生于2024年11月13日签订了联名协议（“联名协议”）和创始人协议（“创始人协议”）。

关于联名协议的信息已在本报告的8-k表格第5.03项下引用， 在此处依据本项1.01所需披露的程度进行引用。

根据创始人协议，Giraud先生不得将任何多选票股份转让给其他人， 除非是某些被允许的受让方。Jay Giraud也同意在以下情况下将其多选票股份转换为普通股：

此外，根据创始人协议，吉罗先生 已经 同意他不会投票或导致投票超过他所拥有的多重投票股份的七分之一，或者在对董事的选举或罢免投票中支持、反对或弃权，除非是在公司任何管理信息通函中提议的董事选举投票的情况下，在这种情况下，吉罗先生有权投票他持有的所有多重投票股份，支持该管理信息通函中提议的董事名单。

上述关于尾随协议和创始人协议的描述并非完整，并且在其全部内容上都以各自协议的完整文本为准，该文本作为本次8-k表格当前报告的附件10.18和10.19提交，并在此通过引用合并。

项目2.01 资产的收购或处置完成。

本次8-k表格当前报告的引言说明中所包含的信息在此引用，并在此项目2.01下进行披露。

财务信息

截至2024年和2023年9月30日的三个月未经审计的合并财务报表作为附件99.1附于本文，并在此引用。

截至2024年和2023年9月30日的三个月期间，达蒙的未经审计的合并中期财务报表作为附件99.2附于本文，并在此引用。

公司与Damon截止2024年6月30日的未经审计的临时合并财务信息以及截至2024年9月30日的三个月信息附于本文件作为附录99.3，并引用于此。

管理层对财务状况和业务成果的讨论和分析

公司截至2024年9月30日和2023年的三个月财务状况及经营成果的管理讨论与分析附于本文件作为附录99.4。

Damon截至2024年9月30日和2023年的三个月财务状况及经营成果的管理讨论与分析附于本文件作为附录99.5。

事项2.03 直接产生财务债务或在主体的场外安排下担保债务。  

本次当前报告表8-k中第1.01项包含的信息在此引用以满足第2.03项所需披露的内容。

上文“Ananda Trust Closing Investment”下的披露内容在本文3.02项下被引用。将发行给Ananda Trust的IOAC A类普通股未在《证券法》第4条（a）（2）和/或根据该规定下发布的规定中依赖于免注册，。Regulation D。

本次当前报告表8-k中介绍说明及第1.01项包含的信息在此引用以满足第3.02项所需披露的内容。

The Amalgamation Consideration was issued pursuant to the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), on the basis that these securities were issued pursuant to the Plan of Arrangement, the fairness of which was approved by the Supreme Court of British Columbia.  

The East West Note and the BHI Note were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act, on the basis that these notes have been issued to institutional accredited investors and the Company did not engage in any general solicitation in connection with such offer and sale.

Any common shares to be issued to Peikin as described under the heading “Fees to be Paid to Former Financial Advisor” in Item 8.01 of this Current Report on Form 8-K below will be issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act, on the basis that these shares will be issued to an accredited investor and the Company did not engage in any general solicitation in connection with such offer and sale.

Item 3.03 Material Modifications to Rights of Security Holders

根据8-k表格第3.03项的要求，当前报告8-k表格第1.01项（在“协作协议和创始人协议”下）和第5.03项中的信息被引用于此。

项目5.01 对注册人的控制权的变更。

本报告8-k表格中的介绍性说明、第1.01项和第5.02项中的信息被引用于此，以满足对该项目5.01下需披露的要求。

由于商业合并的完成，公司发生了控制权的变更，Damon成为公司的全资子公司。根据安排计划发行合并对价后，Grafiti证券持有者在生效时之前立即保留了公司约18.5%已发行普通股的实益拥有权，而Damon证券持有者在生效时之前立即获得了公司约81.5%已发行普通股的实益拥有权。

在关闭后，按照全面摊薄基础，杰伊·基劳德直接或间接地拥有、控制或指示1391181股 多重投票股份和525854股普通股（假设行使他的期权），占所有流通的多重投票股份的100% 和所有流通的普通股的2.6%（总计约占公司投票股份总投票权的33%）。

项目5.02 董事或某些高管的离职；董事的选举；某些高管的任命；某些高管的薪酬安排

董事和高管的任命；董事会构成

根据商业合并的完成以及商业合并协议的规定，截止生效时间，纳迪尔·阿里辞去了公司的唯一高管和董事。以下表格列出了截止生效时间后，阿里先生辞职后公司董事和执行官的姓名、年龄和职位。

Also as of the Effective Time, Jay Giraud, Karan Sodhi, Shashi Tripathi, Bal Bhullar and Melanie Figueroa were appointed as members of the board of directors of the Company (the “Board”).

Karan Sodhi, Shashi Tripathi and Melanie Figueroa have also been appointed to the Company’s Audit Committee, its Compensation Committee and its Nominating and Corporate Governance Committee, effective as of the Effective Time. The Board determined that each of Karan Sodhi and Shashi Tripathi is independent within the meaning of Nasdaq Listing Rule 5605(a)(2).

Biographies 

The following are brief profiles of the executive officers and directors of the Company, including a description of each individual’s principal occupation within the past five years:

Damon (Jay) Giraud, President, Chief Executive Officer and Executive Chairman of the Board of Directors

Jay Giraud was appointed to serve as CEO, President and Executive Chairman of the Board upon the closing of the Business Combination. He has also served as President, CEO and director of the Company’s wholly owned subsidiaries Damon Motors, Inc. and Damon Motors Corp. since April 2017. Mr. Giraud is an automotive tech entrepreneur focused on launching companies that redefine mobility. As the founder, inventor, and CEO for three automotive tech startups, Mr. Giraud has built successful products and companies by marrying disruptive solutions with equally disruptive business models. With high-performing teams, his startups have found success leveraging dozens of Fortune 500 partnerships and created hundreds of millions in market value to date. As a seasoned speaker, Mr. Giraud knows how to connect with audiences and has spoken at dozens of industry events in automotive, mobility and cleantech conferences worldwide, and is the author of multiple awarded patents. Today, Mr. Giraud focuses his efforts on Damon Motorcycles, creating a safer, smarter, and seamlessly connected motorcycle experience for a market of more than 160 million motorcycles sold annually. Mr. Giraud’s valuable experience in the automative tech industry together with his in-depth knowledge of Damon’s business led us to the conclusion that he should serve as a director.

Baljinder (Bal) Bhullar, Chief Financial Officer and Director

Bal Bhullar was appointed to serve as CFO and Director of the Company with effect upon the closing of the Business Combination. She was appointed to serve as CFO of the Company’s wholly owned subsidiaries Damon Motors, Inc. and Damon Motors Corp. effective January 1, 2024. Ms. Bhullar brings over 20 years of experience in diversified business, investor relations, investment banking, financial & risk management serving as an executive and board member in both public and private companies across various sectors, including automotive, technology, manufacturing, e-commerce, transport, energy, resource and health/wellness. She previously served as CFO and Corporate Secretary of Foremost Lithium Resource and Technology (NASDAQ: FMST) from September 2023 to February 2024;; CFO of ReCar (ReBuild Manufacturing) from January 2023 to March 2023; and Chief Compliance Officer, CFO and board member of ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO) from October 2018 to December 2022. She has also served as President of the BC Risk Management Association and has held positions as a board member and executive of several private and public companies. Currently Ms. Bhullar is CFO of the Company and a member of the Board and CEO/Founder/board member of BKB Management Ltd. Ms. Bhullar is a Chartered Professional Accountant, Certified General Accountant, a CRM designation from Simon Fraser University and a diploma in Financial Management from British Columbia Institute of Technology. Ms. Bhullar has proven expertise with increasing market capitalization, raising capital, overseeing corporate governance, SOX, ESG, diversity and regulatory compliance, financial & strategic planning, as well as successfully completing initial public offerings, reverse mergers, business expansions, start-up operations, program development and product development which led us to the conclusion that she should serve as a director.

Derek Dorresteyn, Chief Technology Officer

Derek Dorresteyn co-founded Alta Motors and oversaw a global team of 80 in Supply Chain, Engineering, Quality, and Manufacturing as its CTO. He has served as CTO of Damon since March 2021 and previously served as Damon’s COO from July 2019 to March 2021. He played an integral role in developing an award-winning electric motorcycle – the first to match weight while exceeding the performance of the ICE motorcycle. He also spearheaded racing efforts and Alta’s high-profile performance in Red Bull Straight Rhythm, Erzberg Rodeo, and 3^rd place in the 2018 AMA Endurocross Championship competing against factory teams on ICE bikes. Furthermore, he was the founder of Moss Machine and was a former nationally ranked professional motorcycle racer in addition to his 44 years of recreational riding, collecting, and amateur competition.

At Damon, Mr. Dorresteyn leads engineering, including the teams commercializing Damon’s innovative safety technology CoPilot, Shift transforming ergonomics, cloud, mobile and EV systems. Mr. Dorresteyn is the architect of the world’s first monocoque-constructed, 100% electric, multi-variant powertrain.

Amber Spencer, Chief Marketing Officer

Amber Spencer started her career in sales, moving into growth marketing & software development. She has served as Chief Marketing Officer of Damon since March 2024 and previously served as its Vice President of Marketing from March 2022 to March 2024, Vice President of Customer Development from January 2021 to March 2022, Head of Product Marketing from April 2019 to January 2021 and Product Marketing and Development Manager from April 2019 to April 2019. Ms. Spencer has built and launched a variety of new software platforms and has been building world-class customer experiences for over a decade. Originally from the UK, she moved to Canada in 2011 and frequently races motorcycles in North America. She has also participated in and won rowing, motorcycle racing, & bodybuilding competitions.

At Damon, Amber integrates her motorcycle knowledge with her background in customer experience to bring Damon customers optimized purchasing and ownership experiences. She also oversees Damon’s online sales, customer development programs, and drives marketing operations from the customer perspective.

Melanie Figueroa, Director

Melanie Figueroa was appointed to serve as a member of the Board effective upon the closing of the Business Combination. Since May 2023, she has served as Co-Managing Partner of Next Move Partners LLC, an advisory firm that supports emerging growth companies navigating the complexities of the U.S. public markets in their capital raising and M&A growth initiatives. Since March 2024, Ms. Figueroa has also served as General Counsel to Grafiti LLC, a data analytics and statistical visualization software solution for engineers and scientists. From January 2020 until the closing of its business combination with XTI Aircraft Company in March 2024, Ms. Figueroa served as General Counsel to Inpixon, a Nasdaq listed global software technology company where she assisted the executive management team & board in defining and successfully executing its financing and M&A strategy, including domestic, cross-border and M&A transactions. Prior to her role as General Counsel, she was the Managing Partner of the NY office of a national law firm where she advised and assisted high growth companies in structuring& executing debt & equity financing transactions & a multitude of domestic & cross border M&A transactions, on both the buy side & sell side. Ms. Figueroa has over 15 years of experience advising executive management teams and board of directors of emerging growth companies seeking access to the U.S. public markets to raise capital and executing go public transactions through traditional IPO’s and other alternative structures, including reverse mergers, spin-offs, and SPACs which led us to the conclusion that she should serve as a member of the Board. 

Karan Sodhi, Director

Karan Sodhi was appointed to serve as a member of the Board effective upon the closing of the Business Combination. He was appointed as a director of Damon in August 2024. He is a practicing lawyer, and the managing partner at Rockford Legal & Advisory LP, a regional law firm in Delta, British Columbia. Prior to his service with Damon, Karan was an Associate Lawyer at DuMoulin Black LLP from September 2022 to September 2023; General Counsel at SOL Global Investments from September 2021 to September 2022; and Associate Legal Counsel at Pan American Silver Corp from November 2019 to September 2021. Karan brings a breadth of knowledge and experience in corporate commercial transactions, securities, capital markets and estate planning. With nearly a decade of experience, Karan has become a trusted advisor to public companies and high-net-worth individuals, managing complex transactions and regulatory challenges which led us to the conclusion that he should serve as a member of the Board.

Shashi Tripathi, Director

Shashi Tripathi was appointed to serve as a member of the Board effective upon the closing of the Business Combination. He was appointed as a director of Damon in August 2024. Mr. Tripathi is a seasoned entrepreneur, investor, and advisor with extensive experience in technology, operations, supply chain, and manufacturing. He has served on the boards of several companies and has a proven track record in regulated industries, having received accolades such as the Best Patient Engagement Strategy and Medical Design Excellence awards. Mr. Tripathi has successfully led three companies to exits and since October 2019 has served as the founder and Managing Partner of Nurture Growth Fund, which invests in a diverse range of sectors including artificial intelligence, SaaS, digital health, and FinTech. Prior to his service with Damon, he has served as Chief Operating Officer and Chief Technology Officer of ImpediMed from July 2018 to June 2024. Additionally, he is currently the CEO of Sleepiz USA. Mr. Tripathi holds a master’s degree in industrial engineering and a bachelor’s degree in mechanical engineering. His valuable experience as an investor and advisor to early stage, pre-IPO companies across a variety of sectors led us to conclude that he should serve as a member of the Board.

Employment Agreements

The following summarizes the employment terms with Mr. Giraud, Ms. Bhullar, Mr. Dorresteyn and Ms. Spencer with Damon immediately prior to the completion of the Business Combination. The Company is expected to maintain employment with the executive officers on substantially similar terms as those summarized below.

Giraud Employment Agreement

On March 23, 2022, Damon entered into an employment agreement with Jay Giraud (the “Giraud Employment Agreement”) for the employment of Mr. Giraud as the CEO of Damon. Under the Giraud Employment Agreement, Damon agreed to pay Mr. Giraud an annual base salary of $350,000 (CAD$450,000) and a bonus in the range of $195,000 to $450,000, subject to the approval of the board of directors of Damon. Pursuant to an employment side letter agreement dated October 17, 2024, Mr. Giraud is entitled to receive a $1 million listing bonus subject to the continued service with the Company for a period of 375 days following the date of public listing (“Service Period”). The listing bonus shall be paid out as soon as practicable at the time when the board determines that it is in the best interests of the Company to do so, having due regard to the Company’s financial situation. Notwithstanding the preceding sentence the listing bonus shall be paid promptly following the completion of the Service Period.

Mr. Giraud may terminate the Giraud Employment Agreement and Mr. Giraud’s employment with Damon at any time by providing Damon with eight weeks’ prior written working notice. Damon may waive all or any part of the notice given by Mr. Giraud and direct Mr. Giraud not to report for work for any part of the notice period. In these circumstances, Mr. Giraud would then be paid all outstanding wages (including accrued but unpaid vacation pay) owing up to and including the effective resignation date. In no event will Damon be required to pay Mr. Giraud more than twelve weeks’ pay (plus accrued but unused vacation pay) based on Mr. Giraud’s base salary at the time of resignation.

Damon may terminate the Giraud Employment Agreement and the Mr. Giraud’s employment at any time, without cause, upon Damon providing Mr. Giraud with notice of termination or pay in lieu of notice (which shall be calculated based exclusively on Mr. Giraud’s base salary at the time of termination), or some combination of the two, equal to (i) three months’ notice during his/her first year of service; plus (ii) an additional four weeks’ notice for every completed year of service thereafter, subject to an overall maximum entitlement of 42 weeks (the “Notice Period”).

Damon will continue to pay the premiums required to maintain Mr. Giraud’s participation in whatever extended health and/or dental group benefit plans Mr. Giraud is covered by at the time Mr. Giraud receives the notice of termination, until the earlier of the end of the applicable Notice Period or the date on which Mr. Giraud becomes eligible to participate in similar benefits through alternate or self-employment, whichever occurs first and provided that in no event will Mr. Giraud’s benefit coverage be terminated prior to the expiration of the applicable statutory notice period. All other benefits or benefit coverage in place at the time shall be discontinued at the end the applicable statutory notice period.

Damon may terminate the Giraud Employment Agreement and Mr. Giraud’s employment without notice of termination or pay in lieu of notice at any time for Cause. For the purposes of the Giraud Employment Agreement, the term “Cause” includes: (a) the existence of cause for termination of employment at common law, including situations involving fraud, dishonesty, illegality, breach of statute or regulation, conflict of interest, gross negligence in the performance of Mr. Giraud’s duties, or gross incompetence; (b) any material breach of the provisions of this Agreement; (c) wilful disobedience of a reasonable direction from Damon; (d) neglect of duty; (e) misconduct that undermines Damon’s confidence in Mr. Giraud’s ability to effectively carry out the duties and responsibilities of his/her position; or (f) any material violation of Damon’s policies and procedures, as determined by Damon in its sole and absolute discretion. In the event of a termination for Cause, Mr. Giraud will receive payment of any salary and vacation pay earned up to and including the date of termination. All other entitlements that Mr. Giraud may have as of the date of termination will be automatically extinguished, except for such minimum mandated entitlements, if any, as may be required by the Employment Standards Act (British Columbia).

Upon termination of employment for any reason, Mr. Giraud will cease to be and shall immediately resign as an officer or director of Damon.

This provision regarding termination of employment will apply regardless of any changes to the terms and conditions of Mr. Giraud’s employment subsequent to Mr. Giraud’s signing of the Giraud Employment Agreement including, but not limited to, promotions and transfers, unless the parties expressly agree otherwise in writing.

There is a non-solicit and other post-employment restrictions present in the Giraud Employment Agreement.

There are no provisions with respect to change of control in the Giraud Employment Agreement.

The foregoing descriptions of the Giraud Employment Agreement and the employment side letter agreement do not purport to be complete and are qualified in their entirety by the full text of the respective agreements, which are filed as Exhibits 10.21 and 10.22 to this current report on Form 8-K and are incorporated herein by reference.

Bal Bhullar Employment Agreement

On January 1, 2024, Damon entered into an employment agreement with Bal Bhullar (the “Bhullar Employment Agreement”). Ms. Bhullar serves as the Chief Financial Officer and reports directly to the Chief Executive Officer of Damon. Ms. Bhullar is entitled to a salary of US$325,000 (CAD$435,000) less applicable statutory deductions. Ms. Bhullar is also entitled to reasonable industry standard annual bonuses based upon the performance of Damon and upon the achievement of reasonable management objectives to be reasonably established by the board of directors of Damon. Pursuant to an employment side letter agreement dated August 26, 2024, Ms. Bhullar will receive a $1 million listing bonus ninety days after the successful public listing of the Company.

If Ms. Bhullar employment contract is terminated for just cause or upon her resignation, Ms. Bhullar is entitled to an amount equal to her monthly salary and vacation pay earned by and payable to the executive up to the date of termination and shall have no entitlement to any further notice of termination, payment in lieu of notice of termination, severance, continuation of benefits or any damages whatsoever. If Ms. Bhullar’s contract is terminated by Damon without just cause, or upon a change of control, in which case the company terminates Ms. Bhullar’s employment other than for just cause or Ms. Bhullar resigns for good reason, then: (a) Damon shall pay an amount equal to the monthly salary and vacation pay earned and payable up to the date of termination, together with any other vacation pay required to comply with applicable employment standards legislation; (b) Damon shall pay Ms. Bhullar’s annual performance bonus entitlements (if any) calculated pro rata for the period up to the date of termination based on achievement of the objectives to such date, such payment(s) being made not later than 30 calendar days following the board’s approval of the audited financial statements for the fiscal year in which the date of termination occurs; and (c) Damon shall pay, as severance, an amount equal to six months’ monthly salary, based on the executive’s monthly salary as at the date of termination.

The foregoing descriptions of the Bhullar Employment Agreement and the employment side letter agreement do not purport to be complete and are qualified in their entirety by the full text of the respective agreements, which are filed as Exhibits 10.23 and 10.24 to this current report on Form 8-K and are incorporated herein by reference.

Dorresteyn Employment Agreement

On July 12, 2021, Damon entered into an employment agreement with Derek Dorresteyn (the “Dorresteyn Employment Agreement”) for the provision of CTO services. Under the Dorresteyn Employment Agreement, Damon agreed to pay Mr. Dorresteyn an annual base salary of $300,000 (CAD$390,000) and a bonus subject to and conditioned upon the terms and conditions of the applicable plan, as well as the Mr. Dorresteyn’s continued employment by Damon in good standing through the bonus payment date and neither party having delivered notice of an intent to terminate. Mr. Dorresteyn’s employment through the bonus payment date as permitted by applicable law. Pursuant to an employment side letter agreement dated October 17, 2024, Mr. Dorresteyn is entitled to receive a $1 million bonus subject to the continued service with the Company for a period of 375 days following the date of public listing (“Service Period”). The listing bonus shall be paid out as soon as practicable at the time when the board of directors of Damon determines that it is in the best interests of the Company to do so, having due regard to the Company’s financial situation. Notwithstanding the preceding sentence the listing bonus shall be paid promptly following the completion of the Service Period.

Upon Mr. Dorresteyn’s termination for any reason, Mr. Dorresteyn will be entitled to: (i) all earned but unpaid base salary through Mr. Dorresteyn’s separation date; (ii) any unpaid or unreimbursed business expenses incurred; (iii) any accrued but unused vacation through the separation date; and (iv) any benefits provided under Damon’s employee benefit plans, if any, following a termination of employment, in accordance with the terms contained in said plans (the “Accrued Obligations”). The Accrued Obligations will be payable to Mr. Dorresteyn as required by applicable law.

Mr. Dorresteyn may terminate the Dorresteyn Employment Agreement and Mr. Dorresteyn’s employment with Damon at any time by providing Damon with 12 weeks’ prior written notice. Damon may waive all or any part of the notice period given by Mr. Dorresteyn and direct Mr. Dorresteyn not to report for work for any part of the notice period. In these circumstances, where Damon elects to shorten the notice period, Mr. Dorresteyn would then be paid all Accrued Obligations owing up to and including the separation date.

Damon may terminate the Dorresteyn Employment Agreement and Mr. Dorresteyn’s employment at any time, without Cause. If Mr. Dorresteyn’s employment is terminated by Damon without Cause, in addition to the Accrued Obligations, Mr. Dorresteyn will be entitled to receive the Severance Benefits (defined below), subject to and contingent upon Mr. Dorresteyn executing a general release of claims satisfactory to Damon, which must be executed and effective (taking into account any applicable revocation period) on or before the sixtieth (60th) day following the separation date (the “Release Requirements”).

Damon will pay Mr. Dorresteyn any Severance Benefits, if payable, in a lump sum ^on the 60th day following the Separation Date, provided the Release Requirements have been satisfied. If the release has not been executed or is not effective (taking into account any applicable revocation period) ^by the 60th day following the Separation Date, Mr. Dorresteyn will not be entitled to any (and shall forfeit all) payments (other than the Accrued Obligations). For the avoidance of doubt, if Mr. Dorresteyn’s termination occurs other than by Damon without Cause, Mr. Dorresteyn will not be entitled to Severance Benefits. Other than as expressly provided herein, Mr. Dorresteyn shall not be entitled to receive any payments or benefits under the Dorresteyn Employment Agreement for periods after Mr. Dorresteyn’s Separation Date, and Damon will have no obligation to make any additional payments or provide any other benefits for periods after the Separation Date (except as may otherwise be required under the applicable law).

“Severance Benefits” means an amount equal to (i) three months of Mr. Dorresteyn’s base salary on the Separation Date; plus, if the Separation Date occurs after the first anniversary of the start date (ii) an additional four weeks of base salary for every full completed year of service thereafter, subject to an overall maximum entitlement of forty-two weeks.

Damon may terminate the Dorresteyn Employment Agreement and his employment immediately at any time for Cause. For the purposes of the Dorresteyn Employment Agreement, the term “Cause” includes: a) the existence of cause for termination of employment at common law, including situations involving fraud, dishonesty, illegality, breach of statute or regulation, conflict of interest, gross negligence in the performance of Mr. Dorresteyn’s duties, or gross incompetence; b) any material breach of the provisions of the Dorresteyn Employment Agreement; c) wilful disobedience of a reasonable direction from Damon; d) neglect of duty; e) misconduct that undermines Damon’s confidence in Mr. Dorresteyn’s ability to effectively carry out the duties and responsibilities of his/her position; f) material unauthorized use or disclosure of any Confidential Information of Damon or any other party to whom they owe an obligation of nondisclosure as a result of their relationship with Damon; g) Mr. Dorresteyn indictment, conviction, admission or plea of nolo contendere to any felony, or to any other crime that involves theft, fraud or moral turpitude; or h) any material violation of Damon’s policies and procedures, as determined by Damon in its sole and absolute discretion. In the event of a termination for Cause, Mr. Dorresteyn will receive payment of the Accrued Obligations.

Mr. Dorresteyn’s employment with Damon may be terminated immediately due to Mr. Dorresteyn’s death or Disability. In the event of a termination due to Executive’s death or Disability, Mr. Dorresteyn will receive payment of the Accrued Obligations. “Disability” will have the same meaning as such phrase is given under the long term disability plan sponsored by Damon as may be offered from time to time or, in the absence of such policy, if Mr. Dorresteyn becomes physically or mentally incapacitated or impaired and is therefore unable for a period of twelve (12) consecutive weeks in any six (6)-consecutive month period, or such longer period as may be required by applicable law, to perform Mr. Dorresteyn’s duties. Any question as to the existence of the disability of Mr. Dorresteyn shall be determined in writing by a qualified independent physician selected by Damon.

Upon termination of employment for any reason, Mr. Dorresteyn will cease to be and shall immediately resign as an officer or director of Damon, if applicable.

There is a non-solicit and other post-employment restrictions present in the Dorresteyn Employment Agreement.

There are no provisions with respect to change of control in the Dorresteyn Employment Agreement.

The foregoing descriptions of the Dorresteyn Employment Agreement and the employment side letter agreement do not purport to be complete and are qualified in their entirety by the full text of the respective agreements, which are filed as Exhibits 10.25 and 10.26 to this current report on Form 8-K and are incorporated herein by reference.

Amber Spencer Employment Agreement

On July 11, 2022, Damon entered into an employment agreement with Amber Spencer. Ms. Spencer serves as the Chief Marketing Officer of Damon (the “Spencer Employment Agreement”). Ms. Spencer is entitled to an annual salary of CAD$250,000. Ms. Spencer is entitled to participate in the company bonus plan for senior executives according to its terms and conditions and any other incentive plans or programs established for executives in accordance with the applicable plan or program, and, subject to board approval, may be eligible to participate in the equity incentive plan of Damon Ms. Spencer may terminate her employment agreement by providing 8 weeks’ prior written working notice. In these circumstances, Ms. Spencer would then be paid all outstanding wages (including accrued but unpaid vacation pay) owing up to and including the effective resignation date. Damon may terminate the employment agreement at any time, without cause, upon notice of termination or pay in lieu of notice (which shall be calculated based exclusively on the executive’s base salary at the time of termination), or some combination of the two, equal to (i) three months’ notice during his/her first year of service; plus (ii) an additional four weeks’ notice for every completed year of service thereafter, subject to an overall maximum entitlement of 42 weeks. Damon may terminate Ms. Spencer’s employment agreement without notice of termination or pay in lieu of notice at any time for cause. Ms. Spencer’s employment does not have any payment in connection with a change of control of Damon.

The foregoing description of the Spencer Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, which is filed as Exhibit 10.27 to this current report on Form 8-K and is incorporated herein by reference.

Consulting Agreements

The following summarizes the terms of the consulting agreements the Company has entered into with its director Melanie Figueroa and its former sole director and CEO, Nadir Ali.

Melanie Figueroa Consulting Agreement

Pursuant to the terms of a consulting agreement, dated September 25, 2024 (the “Figueroa Consulting Agreement”), the Company agreed to pay Ms. Figueroa, a fee of $15,000 per month for services rendered to the Company since April 1, 2024 until the end of the month of the closing of the Business Combination. In connection with the terms of the Figueroa Consulting Agreement, Ms. Figueroa will advise on public company reporting and compliance matters, business development, growth strategies and other operational matters as requested. As compensation under the Figueroa Consulting Agreement, Ms. Figueroa is entitled to a fee of $175,000 upon closing the Business Combination and her monthly fee will increase to $29,167 per month beginning on the first of each month following the closing of the Business Combination through the remainder of the term of the agreement.

Unless otherwise terminated earlier pursuant to the Figueroa Consulting Agreement, the agreement will continue for a period of six months following the closing of the Business Combination which may be extended for additional terms, upon mutual consent. The Company has the right to terminate the Figueroa Consulting Agreement with 30 days’ notice; however, if it is terminated by the Company prior to the Figueroa Guaranteed Period for any reason other than the gross negligence, recklessness or willful misconduct of Ms. Figueroa, the monthly fee will continue to be paid for the remainder of the Figueroa Guaranteed Period. Ms. Figueroa has the right to terminate the Figueroa Consulting Agreement with 30 days’ notice for specified reasons, including the Company’s failure to make timely payments, gross negligence, recklessness, willful misconduct, or the filing of bankruptcy by the Company. In such cases, the monthly fee for the remainder of the Figueroa Guaranteed Period will continue to be paid.

The foregoing description of the Figueroa Consulting Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, which is filed as Exhibit 10.25 to the Form 10 and is incorporated herein by reference.

Nadir Ali Consulting Agreement

Pursuant to the terms of a consulting agreement, dated September 25, 2024 (the “Ali Consulting Agreement”), the Company agreed to pay Mr. Ali, through a wholly owned affiliated entity, 3AM Investments LLC, a fee of $15,000 per month for services rendered to the Company since April 1, 2024 until the end of the month of the closing of the Business Combination. In connection with the terms of the Ali Consulting Agreement, Mr. Ali will advise on public company reporting and compliance matters, strategic business development and growth strategies and other operational matters as requested.

As compensation under the Ali Consulting Agreement, Mr. Ali is entitled to a fee of $325,000 upon closing the Business Combination and his monthly fee will increase to $54,167 per month beginning on the first of each month following the closing of the Business Combination through the remainder of the term of the agreement.

Unless otherwise terminated earlier pursuant to the Ali Consulting Agreement, the agreement will continue for a period of six months following the closing of the Business Combination which may be extended for additional terms, upon mutual consent. The Company has the right to terminate the Ali Consulting Agreement with 30 days’ notice; however, if it is terminated by the Company prior to the six month anniversary of the closing of the Business Combination (the “Ali Guaranteed Period”) for any reason other than the gross negligence, recklessness or willful misconduct of Mr. Ali, the monthly fee will continue to be paid for the remainder of the Ali Guaranteed Period. Mr. Ali has the right to terminate the Ali Consulting Agreement with 30 days’ notice for specified reasons, including the Company’s failure to make timely payments, gross negligence, recklessness, willful misconduct, or the filing of bankruptcy by the Company. In such cases, the monthly fee for the remainder of the Ali Guaranteed Period will continue to be paid.

The foregoing description of the Ali Consulting Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, which is filed as Exhibit 10.24 to the Form 10 and is incorporated herein by reference.

Other than as set forth above there are no other arrangements or understandings between the Company and any other person that was appointed as an officer or director. There are no transactions in which our officers and directors have an interest requiring disclosure under Item 404(a) of Regulation S-K.   

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 

Amendments to Articles

On November 12, 2024, the Company filed a Notice of Alteration with the Province of British Columbia Registrar of Companies to amend its Notice of Articles to, among other things, reflect the amended articles of the Company (the “Articles Amendment”). The Articles Amendment was approved by the Company’s shareholders by unanimous written consent on November 12, 2024.

Summary of Amended Articles

The Articles Amendment has created an additional class of shares titled “Multiple Voting Shares”. All the issued and outstanding Multiple Voting Shares must be held or controlled, directly or indirectly by Damon’s founder, CEO and Executive Chairman of the Board, Jay Giraud.

Below is a summary of the key terms of the amended articles, as well as certain ancillary agreements in respect thereof. The term “Articles” used below reflects the Articles as amended. The term “Subordinate Voting Shares” used below refers to the common shares of the Company.

Subordinate Voting Shares and Multiple Voting Shares

Except as described below, the Subordinate Voting Shares and Multiple Voting Shares will have the same rights, will be equal in all respects and will be treated by the combined company as if they were one class of shares. The Articles provide that following the listing of the Company’s common shares on Nasdaq or other similar recognized national securities exchange in Canada or the United States, the Company may not issue any new Multiple Voting Shares from its treasury.

Ranking

The Subordinate Voting Shares and Multiple Voting Shares will rank pari passu with respect to the payment of dividends, return of capital and distribution of assets in the event of the Company’s liquidation, dissolution or winding up.

Dividend Rights

Holders of Subordinate Voting Shares and Multiple Voting Shares will be entitled to receive dividends on a pari passu basis out of the combined company’s assets legally available for the payment of dividends at such times and in such amount and form as the board of directors may from time to time determine. In the event of the payment of a dividend in the form of shares, holders of Subordinate Voting Shares will receive Subordinate Voting Shares, and holders of Multiple Voting Shares will receive Multiple Voting Shares, unless otherwise determined by the board of directors.

Voting Rights

Holders of Subordinate Voting Shares will be entitled to one vote per Subordinate Voting Share, and holders of Multiple Voting Shares will be entitled to seven votes per Multiple Voting Share, on all matters upon which shareholders are entitled to vote.

Conversion

The Subordinate Voting Shares will not convertible into any other class of shares. In addition, the Multiple Voting Shares shall convert to Subordinate Voting Shares as follows:

In addition, pursuant to the Founder Agreement, Jay Giraud has agreed to convert his Multiple Voting Shares into Subordinate Voting Shares upon:

Meetings of Shareholders

Holders of Subordinate Voting Shares and Multiple Voting Shares will be entitled to receive notice of any meeting of shareholders and may attend and vote at such meetings, except those meetings where only the holders of shares of another class or of a particular series are entitled to vote. A quorum for the transaction of business at a meeting of shareholders is present if at least two shareholders who, together, hold not less than 33 and 1/3% of the votes attaching to the issued and outstanding shares entitled to vote at the meeting are present in person or represented by proxy.

Redemption Rights

The combined company will have no redemption or purchase for cancellation rights.

Liquidation Rights

Upon a liquidation, dissolution or winding-up, whether voluntary or involuntary, of the combined company, the holders of Subordinate Voting Shares and Multiple Voting Shares, without preference or distinction, will be entitled to receive ratably all of the Company’s assets remaining after payment of all debts and other liabilities.

Subdivision, Consolidation and Issuance of Rights

No subdivision or consolidation of the Subordinate Voting Shares or Multiple Voting Shares may occur unless both classes of shares are concurrently subdivided or consolidated and in the same manner and proportion. No new rights to acquire additional shares or other securities or property of ours will be issued to holders of Subordinate Voting Shares or Multiple Voting Shares unless the same rights are concurrently issued to the holders of both classes of shares.

Certain Amendments

In addition to any other voting right or power to which the holders of Subordinate Voting Shares shall be entitled by law or regulation or other provisions of the Articles from time to time in effect, but subject to the provisions of the Articles, holders of Subordinate Voting Shares shall be entitled to vote separately as a class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment of the Articles which would adversely affect the rights or special rights of the holders of Subordinate Voting Shares or affect the holders of Subordinate Voting Shares and Multiple Voting Shares differently, on a per share basis.

Pursuant to the Articles, holders of Subordinate Voting Shares and Multiple Voting Shares will be treated equally and identically, except with respect to voting and conversion, on a per share basis, in certain change in control transactions that require approval of the shareholders under the Business Corporations Act (British Columbia) (“BCBCA”), unless different treatment of the shares of each such class is approved by a majority of the votes cast by the holders of the Subordinate Voting Shares and Multiple Voting Shares, each voting separately as a class.

Take-Over Bid Protection

Under applicable securities laws in Canada, an offer to purchase Multiple Voting Shares would not necessarily require that an offer be made to purchase Subordinate Voting Shares. In order to ensure that, in the event of a take-over bid, the holders of Subordinate Voting Shares will be entitled to participate on an equal footing with holder of Multiple Voting Shares, Jay Giraud, as the sole holder of Multiple Voting Shares, has entered into a customary coattail agreement with the Company and a trustee in connection with the amendment of the Articles. The Coattail Agreement will contain provisions customary for dual-class corporations designed to prevent transactions that otherwise would deprive the holders of Subordinate Voting Shares of rights under applicable securities laws in Canada to which they would have been entitled if the Multiple Voting Shares had been Subordinate Voting Shares.

The undertakings in the Coattail Agreement will not apply to prevent a sale by the holder of Multiple Voting Shares if concurrently an offer is made to purchase Subordinate Voting Shares that:

Coattail Agreement

Under the Coattail Agreement, any sale of Multiple Voting Shares (other than a transfer to a pledgee as security) by a holder of Multiple Voting Shares party to the Coattail Agreement will be conditional upon the transferee becoming a party to the Coattail Agreement, to the extent such transferred Multiple Voting Shares are not automatically converted into Subordinate Voting Shares in accordance with the Articles.

The Coattail Agreement contains provisions for authorizing action by the trustee to enforce the rights under the Coattail Agreement on behalf of the holders of the Subordinate Voting Shares. The obligation of the trustee to take such action will be conditional on the combined company or holders of the Subordinate Voting Shares providing such funds and indemnity as the trustee may reasonably require. No holder of Subordinate Voting Shares will have the right, other than through the trustee, to institute any action or proceeding or to exercise any other remedy to enforce any rights arising under the Coattail Agreement unless the trustee fails to act on a request authorized by holders of not less than 10% of the outstanding Subordinate Voting Shares and reasonable funds and indemnity have been provided to the trustee.

Other than in respect of non-material amendments and waivers that do not adversely affect the interests of holders of Subordinate Voting Shares, the Coattail Agreement provides that, among other things, it may not be amended, and no provision thereof may be waived, unless, prior to giving effect to such amendment or waiver, the following have been obtained: (a) the consent of any applicable securities regulatory authority in Canada or the United States; and (b) the approval of at least two-thirds of the votes cast by holders of Subordinate Voting Shares represented at a meeting duly called for the purpose of considering such amendment or waiver, excluding votes attached to Subordinate Voting Shares held by the holder of Multiple Voting Shares or their affiliates and related parties and any persons who have an agreement to purchase Multiple Voting Shares on terms which would constitute a sale or disposition for purposes of the Coattail Agreement, other than as permitted thereby. Non-material amendments and waivers that do not adversely affect the interests of holders of Subordinate Voting Shares shall be subject to the approval of any applicable exchange on which the Subordinate Voting Shares trade but shall not require approval of holders of Subordinate Voting Shares.

The Coattail Agreement provides that, in the event that a lender transfers or takes beneficial ownership of Multiple Voting Shares pursuant to an enforcement by a lender of a pledge of, or other security interest in, such Multiple Voting Shares, the applicable Multiple Voting Shares will automatically be converted into Subordinate Voting Shares pursuant to the Articles such that, as a result of such enforcement, the applicable lender does not hold Multiple Voting Shares. Any Multiple Voting Share held by a lender pursuant to a pledge or other grant of a security interest shall be deemed to continue to be held by Jay Giraud so long as the lender has not transferred or taken beneficial ownership of such Multiple Voting Share pursuant to an enforcement by the lender of a pledge of, or other security interest in, such Multiple Voting Shares. A lender will have no rights as a shareholder until the occurrence of an event of default under the loan agreement.

No provision of the Coattail Agreement will limit the rights of any holders of Subordinate Voting Shares under applicable law.

Forum Selection

The Articles include a forum selection provision that provides that, unless the combined company consents in writing to the selection of an alternative forum, the British Columbia Supreme Court and appellate Courts therefrom will be the sole and exclusive forum for (i) any derivative action or proceeding brought on the combined company’s behalf; (ii) any action or proceeding asserting a breach of fiduciary duty owed by any of the combined company’s directors, officers or other employees to the combined company; (iii) any action or proceeding asserting a claim arising pursuant to any provision of BCBCA or the Articles; or (iv) any action or proceeding asserting a claim otherwise related to the “affairs” (as defined in the BCBCA) of the combined company. The forum selection provision also provides that the combined company’s securityholders are deemed to have consented to personal jurisdiction in the Province of British Columbia and to service of process on their counsel in any foreign action initiated in violation of the Articles. To the fullest extent permitted by law, the forum selection provision applies to claims arising under U.S. federal securities laws. In addition, investors cannot waive compliance with U.S. federal securities laws and the rules and regulations thereunder.

Advance Notice Provisions

The Articles include certain advance notice provisions with respect to the election of directors (the “Advance Notice Provisions”). The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all shareholders receive adequate notice of the board of directors nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote. Only persons who are nominated by shareholders in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a shareholder wishing to nominate a director would be required to provide the combined company notice, in the prescribed form, within the prescribed time periods. These time periods include, (i) in the case of an annual meeting of shareholders (including annual and special meetings), not more than 40 days prior to the date of the annual meeting of shareholders; provided, that if the first public announcement of the date of the annual meeting of shareholders (the “Notice Date”) is less than 50 days before the meeting date, notice must be given not later than the close of business on the 10th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the Notice Date.

The foregoing description of the amended Articles and the amended Notice of Articles do not purport to be complete and are qualified in their entirety by reference to the full text of the respective documents, which are filed as Exhibits 3.1 and 3.2 to this current report on Form 8-K and are incorporated by reference herein.

Name Change

On November 13, 2024, the Company filed a Notice of Alteration with the Province of British Columbia Registrar of Companies to change its corporate name from Grafiti Holding Inc. to Damon Inc. and the Company received a Certificate of Change of Name from the Province of British Columbia Registrar of Companies confirming the change of name, which became effective shortly after the Effective Time.

The foregoing description of the amended Notice of Articles does not purport to be complete and is qualified in their entirety by reference to the full text of the documents, which is filed as Exhibit 3.3 to this current report on Form 8-K and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

The Company has posted an investor presentation dated November 18, 2024 on its website at https://damon.com/. Additionally, the Company has filed a non-offering prospectus dated November 13, 2024 with the British Columbia Securities Commission (the “Canadian Prospectus”), which is available on SEDAR+ at www.sedarplus.com, to fulfill its disclosure obligations under the securities laws of British Columbia, Canada

On November 18, 2024, the Company issued the press release attached hereto as Exhibit 99.8, regarding its expected commencement of trading on the Nasdaq Global Market on such date, which is incorporated herein by reference.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.8, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

Fees Paid to Listing Advisor 

Pursuant to the terms of an advisory agreement between the Company and Maxim Group Partners LLC (the “Listing Advisor”), and following the receipt of listing approval by Nasdaq, Damon issued a convertible promissory note and warrants to purchase common shares of Damon, which were exchanged for 62,499 common shares of the Company and warrants to purchase 62,499 common shares of the Company, as compensation for the Listing Advisor’s financial advisory services in connection with the listing, and in accordance with the Business Combination Agreement.

Fees to be Paid to Former Financial Advisor

On August 28, 2024, Damon entered into a further amendment to its engagement agreement with Joseph Gunnar & Co., LLC (“Joseph Gunnar”) and Mark Peikin (“Peikin”), as amended (the “Engagement Agreement”). Pursuant to the amendment, in lieu of the compensation described in the Engagement Agreement, Peikin, as assignee of Joseph Gunnar, shall receive from Damon a one-time fee of $1,000,000 in cash due and payable on the thirteen month anniversary of the closing of the Business Combination; and Damon shall also cause to be issued to Peikin, as assignee of Joseph Gunnar, the following amounts, any of which may be paid in common shares of the Company, with each issuance further made pursuant to a resale registration statement to be filed within ten days of each payment date based on the payment schedule below:

The total of $2,300,000, of which up to $1,300,000 may potentially be paid in securities as set forth above to Peikin shall fully satisfy all obligations of Damon to Joseph Gunnar, which obligations Joseph Gunnar has assigned to Peikin. The number of shares to calculate the USD value on each of the three issuances shall be calculated based on the Nasdaq Market Price, which is defined as the lower of (i) the consolidated closing bid price for the business day immediately preceding each date that any one of the three issuances are due and payable or (ii) the average of the consolidated closing bid price of the Company’s common shares for the five trading days immediately preceding each date that any one of the three issuances are due and payable.

Business of Damon Inc. and Risk Factors

Information about the corporate structure and business of the Company, as well as related risk factors following the closing of the Business Combination are filed as Exhibits 99.6 and 99.7 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.