IPO - Grafiti Holding Inc.

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Form Type: 424B4

Filing Date: 2025-03-21

Corporate Action: Ipo

Type: New

Accession Number: 000121390025025747

Filing Summary: Damon Inc. is conducting a firm commitment public offering of 126,900,000 units, with each unit comprised of one common share and one Series A Warrant. The total offering is priced at $16,497,000, which corresponds to a public offering price of $0.130 per unit. The Series A Warrants allow holders to purchase one common share at an initial exercise price of $0.195, with a unique alternate cashless exercise option enabling the issuance of multiple shares without requiring additional cash. Significant details include potential resets of the exercise price of the Series A Warrants, contingent on market performance metrics. The offering extends to issuing additional securities by means of the underwriter's overallotment option and is currently under regulatory review, but no approval has been granted yet. The units will not be traded separately and the offering concludes on March 28, 2025, unless terminated earlier. The prospectus outlines risks associated with the investment, including market volatility and operational challenges. Damon Inc. has qualified as a foreign private issuer and will not seek shareholder approval for the issuance of the units. Furthermore, the company is characterized as an emerging growth entity, subject to reduced reporting requirements under U.S. federal securities laws.

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Additional details:

Total Units Offered: 126900000


Public Offering Price Per Unit: 0.13


Total Public Offering Price: 16497000


Underwriting Discount Per Unit: 0.008


Underwriting Discount Total: 1072305


Proceeds To Company Before Expenses: 15424695


Exercise Price Initial: 0.195


Series A Warrants Exercise Duration: 2.5


Offering Termination Date: 2025-03-28


Form Type: S-1MEF

Filing Date: 2025-03-20

Corporate Action: Ipo

Type: New

Accession Number: 000121390025025606

Filing Summary: Damon Inc. filed a registration statement under the Securities Act of 1933 for an initial public offering (IPO) of additional securities. The filing indicates the offering will consist of units comprising one common share and one Series A Warrant. The filing references a previous registration statement (File No. 333-285872) that was declared effective on March 20, 2025, which is also incorporated by reference. The additional securities amount to no more than 20% of the maximum aggregate offering price noted in the previous filing. The statement has been signed by key executives, including Dominique Kwong as Interim Chief Executive Officer, affirming compliance with SEC regulations, including the payment of the necessary filing fees.

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Additional details:

Address: 704 Alexander Street, Vancouver, British Columbia V6A 1E3


Phone: (408) 702-2167


Agent Name: Kevin Friedmann, Esq.


Agent Address: 1045 W. Fulton Market, Suite 1200 Chicago, IL 60607


Agent Phone: (312) 964-7763


Agent Name 2: Faith L. Charles


Agent Address 2: 300 Madison Avenue, 27th Floor New York, NY 10017


Agent Phone 2: (212) 908-3905


Registration Number: 333-285872


Effective Date: 2025-03-20


Max Offering Price Percentage: 20%


Large Accelerated Filer: No


Accelerated Filer: No


Non Accelerated Filer: Yes


Smaller Reporting Company: Yes


Emerging Growth Company: Yes


Form Type: CORRESP

Filing Date: 2025-03-18

Corporate Action: Ipo

Type: New

Accession Number: 000101376225000663

Filing Summary: Damon Inc. filed a request for acceleration of their Registration Statement on Form S-1, seeking effectiveness for March 20, 2025. The underwriter, Maxim Group LLC, has distributed the Preliminary Prospectus dated March 17, 2025, to dealers anticipated to participate in the offering. The communications affirm compliance with SEC rules regarding the distribution of securities and preliminary prospectuses, underscoring efforts to ensure adequate dissemination ahead of the anticipated public offering.

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Additional details:

Registration Statement File Number: 333-285872


Underwriter Name: Maxim Group LLC


Preliminary Prospectus Date: 2025-03-17


Effectiveness Requested Time: 9:00 a.m. Eastern Time


Distribution Compliance Rule: Rule 15c2-8


Form Type: S-1

Filing Date: 2025-03-18

Corporate Action: Ipo

Type: New

Accession Number: 000121390025024746

Filing Summary: Damon Inc. is filing a registration statement for a public offering of up to 92,592,593 Units, each consisting of one common share and one Series A Warrant. Additionally, up to 92,592,593 Pre-Funded Units will be available, consisting of one Pre-Funded Warrant and one Series A Warrant. The units are offered at an assumed public offering price of $0.162 per unit, which may change based on market conditions. The exercise price of the Series A Warrants will reset based on the performance of Damon’s common shares, with the first reset occurring on the seventh trading day post-issuance. Should warrants be exercised on a cashless basis, significant amounts of shares could be issued without additional cash receipt. Damon Inc. also clarifies its status as a foreign private issuer and emerging growth company, thus not requiring shareholder approval for the issuance of Units. The offering is related to Damon’s capital-raising efforts amid ongoing operational challenges and strategic growth initiatives.

Document Link: View Document

Additional details:

Address: 704 Alexander Street, Vancouver, British Columbia V6A 1E3


Contact Number: (408) 702-2167


Company Status: foreign private issuer


Number Of Units: 92,592,593


Public Offering Price: $0.162


Exercise Price Series A Warrant: 150% of public offering price


Duration Of Series A Warrant: 2.5 years


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