Spin-off - Grafiti Holding Inc.
Form Type: 10-Q/A
Filing Date: 2025-03-17
Corporate Action: Spin-off
Type: Update
Accession Number: 000121390025024267
Filing Summary: This document is an amendment to Damon Inc.'s Quarterly Report on Form 10-Q originally filed on February 14, 2025, to amend and restate unaudited financial statements for the period ending December 31, 2024. The restatement arises from an accounting error involving an understatement of $2,300,000 in transaction costs related to a Business Combination. The miscalculation led to changes in financial statement line items without impacting cash position or revenues. The audit committee recommends the restatement due to reliance issues on the prior financial statement due to the error. It includes new certifications from management. The document does not update previous disclosures or exhibit filings. Following the business combination with Damon Motors on November 13, 2024, Damon became a wholly-owned subsidiary and the company was renamed from Grafiti Holding Inc. to Damon Inc. This document also reflects the results of this corporate restructuring and information about shares outstanding as of February 2025, indicating 22,030,884 common shares. The company qualifies as a foreign private issuer in the U.S. and voluntarily follows SEC filing requirements instead of those applicable to foreign private issuers.
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Additional details:
Trading Symbol: DMN
Address: 704 Alexander Street Vancouver, BC V6A 1E3
Phone Number: (408) 702-2167
Common Shares Outstanding: 22030884
Change In Name Effective Date: November 13, 2024
Business Combination Name: Damon Motors
Prior Name: Grafiti Holding Inc.
Accounting Error Amount: 2300000
Financial Advisor Fee Settlement Date: November 18, 2024
Financial Statements Reliability: No longer reliable
Form Type: 10-Q
Filing Date: 2025-02-14
Corporate Action: Spin-off
Type: Update
Accession Number: 000121390025013688
Filing Summary: Damon Inc., previously Grafiti Holding Inc., experienced a spin-off from its former parent company XTI Aerospace Inc. on December 27, 2023. The spin-off involved transferring all outstanding common shares to the Grafiti Holding Inc. Liquidating Trust for the benefit of participating securityholders of the Parent. Following the effectiveness of a registration statement on Form 10-12B, these shares were distributed to shareholders in proportion to their existing holdings. Additionally, on November 13, 2024, Damon completed a business combination with Damon Motors Inc., which is now a wholly-owned subsidiary of Damon Inc. This merger led to a name change for the company. Damon qualifies as a foreign private issuer and has opted to submit reports in compliance with U.S. domestic issuer standards. The financial results for the quarter ended December 31, 2024 reflect a revenue of $49,523 and a net income of $32,521,108, marking significant performance following recent corporate transitions. The total stockholders’ deficit stands at $974,302, influenced by recent equity transactions including the issuance of shares related to the business combination and stock-based compensations.
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Additional details:
Cash: 788,561
Revenue: 49,523
Net Income: 32,521,108
Stockholders Deficit: 974,302
Common Shares Outstanding: 22,030,884
Form Type: S-8
Filing Date: 2025-02-14
Corporate Action: Spin-off
Type: New
Accession Number: 000121390025014367
Filing Summary: On February 14, 2025, Damon Inc. filed a registration statement on Form S-8 under the Securities Act of 1933. Damon Inc., previously known as Grafiti Holding Inc., was incorporated in British Columbia, Canada on October 17, 2023. The document outlines the Damon Inc. 2024 Stock Incentive Plan, indicating a plan to offer securities for compensation. Notably, Damon Inc. was spun off from XTI Aerospace Inc. on December 27, 2023, and subsequently completed a business combination with Damon Motors, converting Damon Motors into a wholly owned subsidiary. After the spin-off, all common shares were transferred to the Grafiti Holding Inc. Liquidating Trust, managed for former security holders of XTI Aerospace Inc. The company is classified as a smaller reporting company and an emerging growth company, highlighting its position in the market and potential growth prospects. The filing includes references to previous registration statements and financial documents, underscoring the ongoing need for regulatory compliance in the evolving corporate structure.
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Additional details:
Cik: 0001828269
Damon Inc Stock Incentive Plan: Damon Inc. 2024 Stock Incentive Plan
Former Parent Company: XTI Aerospace Inc.
Business Combination Date: 2024-11-13
Business Combination With: Damon Motors Inc.
Date Of Incorporation: 2023-10-17
Spinoff Record Date: 2023-12-27
Form Type: S-1/A
Filing Date: 2025-01-31
Corporate Action: Spin-off
Type: Update
Accession Number: 000121390025008966
Filing Summary: Damon Inc. underwent a spin-off from its parent company, XTI Aerospace Inc., on December 27, 2023. As part of the spin-off, Damon Inc. was incorporated under British Columbia law and transferred all its outstanding common shares to the Grafiti Holding Inc. Liquidating Trust. The shares were distributed on a pro rata basis to securityholders of the parent company. Damon Inc. subsequently completed a business combination with Damon Motors on November 13, 2024, transforming itself into a leading entity in the electric motorcycle industry. The spin-off and business combination resulted in Damon Motors becoming a wholly-owned subsidiary of Damon Inc. The company rebranded from Grafiti Holding to Damon Inc. with its common shares commencing trading on Nasdaq.
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Additional details:
Approximate Date Of Commencement Of Proposed Sale: As soon as practicable following the effective date
Securities Registered For Resale: up to 18,514,579 common shares
Common Shares Issued To Streeterville: 343,053 common shares
Potentially Issuable Common Shares To Streeterville: 17,656,947 common shares
Total Pre Paid Purchase Amount: up to $10 million
Ticker Symbol: DMN
Closing Sale Price: $0.61 per share on January 30, 2025
Form Type: S-1
Filing Date: 2025-01-16
Corporate Action: Spin-off
Type: New
Accession Number: 000121390025004277
Filing Summary: Damon Inc., incorporated under the laws of British Columbia on October 17, 2023, completed a spin-off from its former parent company, XTI Aerospace Inc., on December 27, 2023. This process involved transferring all outstanding common shares held by XTI to the Grafiti Holding Inc. Liquidating Trust, benefiting participating securityholders as of the record date. The completion of the spin-off resulted in Damon Inc. operating its business in the UK, providing data analytics and statistical visualization solutions. The company later merged with Damon Motors on November 13, 2024, marking a significant transformation in its operations and leading to a rebranding from Grafiti Holding to Damon Inc. The common shares of Damon commenced trading on Nasdaq as of November 18, 2024.
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Additional details:
State Or Jurisdiction Of Incorporation: British Columbia
Business Combination Date: 2024-11-13
Securities Act Registration Statement Number: 333-
List Of Selling Securityholders: ["Streeterville Capital, LLC","Maxim Partners LLC"]
Common Shares Traded On: Nasdaq
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