Damon Inc美股招股说明书(2025-02-14版)

DAMON INC. Resale of Up to 1,015,383 Common Shares by the Selling SecurityholdersResale of Up to 18,514,579 Common Shares by the Selling Securityholders This prospectus supplement is being filed to update and supplement information contained in (i) the prospectus datedNovember 12, 2024 related to the resale of up to 1,015,383 common shares, no par value (“common shares”), of Damon Inc., a BritishColumbia corporation (“Damon”), and (ii) the prospectus dated February 6, 2025 related to the to the resale of up to 18,514,579common shares of Damon (together, the “Prospectuses”), with the information contained in our Quarterly Report on Form 10-Q, filedwith the Securities and Exchange Commission (the “SEC”) on February 14, 2025 (the “Quarterly Report”). Accordingly, we haveattached the Quarterly Report to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectuses and is not complete without, andmay not be delivered or utilized except in combination with, the Prospectuses, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectuses and if there is any inconsistency between the informationin the Prospectuses and this prospectus supplement, you should rely on the information in this prospectus supplement. Our common shares are traded on the Nasdaq Global Market under the symbol “DMN”. On February 13, 2025, the closingprice of our common shares was $0.48 per share. Investing in our securities involves risks. See the sections titled “Risk Factors” of the Prospectuses and in anyapplicable prospectus supplement. Neither the Securities and Exchange Commission nor any other regulatory body have approved or disapproved thesesecurities, or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is February 14, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _______________ Commission File Number 001-42190 DAMON INC.(Exact name of registrant as specified in its charter) 704 Alexander StreetVancouver, BC V6A 1E3(Address of principal executive offices)(Zip Code) (408) 702-2167(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of February 13, 2025, there were 22,030,884 common shares, no par value, issued and outstanding. DAMON INC. TABLE OF CONTENTS PageNo.Special Note Regarding Forward-Looking Statements and Other Information Contained in this ReportiiPART I - FINANCIAL INFORMATIONF-1Item 1.Financial StatementsF-1Condensed Consolidated Balance Sheets as of December 31, 2024 and June30, 2024F-2Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and sixmonths ended December 31, 2024 and 2023F-3Condensed Consolidated Statements of Changes in Stockholders’Deficit for the three and six monthsended December 31, 2024 and 2023F-4Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2024 and 2023F-5Notes to Unaudited Condensed Consolidated Financial StatementsF-7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of