Damon Inc 美股招股说明书（2025-02-14版）

Prospectus Supplement No. 8(to Prospectus dated November 12, 2024)Prospectus Supplement No. 1 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, filed 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. This 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 criminal The date of this prospectus supplement is February 14, 2025. DAMON INC. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATIONCONTAINED IN THIS REPORT This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements within the meaning of thePrivate Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended (the“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-lookingstatements are based on our management’s current expectations, assumptions or forecasts of future events based on informationcurrently available to our management. You can identify these statements by the fact that they do not relate strictly to historical orcurrent facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,”“expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may” or other similar expressions in ●our history of losses; ●our ability to implement our growth strategy and achieve profitability; ●our limited operating history with recent acquisitions; ●our ability to obtain adequate financing in the future as needed; ●our ability to continue as a going concern; ●our status as a foreign private issuer; ●our ability to maintain compliance with the continued listing requirements of The Nasdaq Stock Market LLC(“Nasdaq”); ●customer demand for or acceptance of the products and services we develop or supply; ●the impact of competitive or alternative products, technologies and pricing; ●emerging competition and rapidly advancing technology in our industry that may outpace our technology; ●our ability to manufacture or distribute any products we develop or supply, and to secure and maintain strategic supplyand manufacturing arrangements; ●our ability to protect our intellectual property; ●impact of any changes in existing or future regulatory and tax regimes applying to our business; ●our ability to successfully consummate strategic transactions and integrate companies or technologies we acquire; ●our ability to attract and retain management and other employees who possess specialized knowledge and technicalskills; ●our ability to develop and maintain effective internal controls; ●general economic conditions and events and the impact they may have on us and our customers, including, but notlimited to increases in inflation rates and rates of interest, supply chain challenges, increased costs for materials and ●our success at managing the risks involved in the foregoing items; and ●other factors discussed in this Form 10-Q. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and youshould not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans,intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in thecautionary statements included in this Form 10-Q, particularly in the “Risk Factors” section, that we believe could cause actual results You should read this Form 10-Q and the documents that we have filed as exhibits to this Form 10-Q completely and with theunderstanding that our actual future results may be materially different fro