damon inc美股招股说明书(2025-07-10版)

Offering of 126,900,000 Units, Each Unit Consisting of One Common Share and One Series A Warrant, and126,900,000 Common Shares* Underlying Series A Warrants and 6,345,000 Common Shares* Underlying Resale 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 dated March20, 2025 related to the offering of 126,900,000 units, each unit consisting of one common share, no par value (“common shares”) andone Series A Warrant (“Series A Warrant”), of Damon Inc., a British Columbia corporation (“Damon”), and 126,900,000 commonshares (*or a greater amount pursuant to an alternate cashless exercise option in accordance with the terms of the warrants) underlying related to the resale of up to 1,015,383 common shares of Damon, and (iii) the prospectus dated February 6, 2025 related to the to theresale of up to 18,514,579 common shares of Damon (together, the “Prospectuses”), with the information contained in our CurrentReport on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 10, 2025 (the “Current Report”).Accordingly, we have attached the Current 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. 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 these The date of this prospectus supplement is July 10, 2025. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on WhichRegistered 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.☐ On July 3, 2025, Damon Inc. (the “Company”) effected a reverse split of its outstanding common shares at a ratio of 1-for-125, as Market maintained by OTC Markets Group Inc. The Company’s ticker symbol has been temporarily changed to “DMNID” and willrevert to “DMNIF” after 20 business days. Following the Reverse Split, the new CUSIP number for the Company’s common shares is 235750205, and the new ISIN isCA2357502053. Updated Unaudited Selected Financial Data This Current Report on Form 8-K provides certain updated selected financial data of Damon Motors Inc. for the years ended June 30, 2024 and 2023; Grafiti Holding Inc. for the years ended June 30, 2024 and 2023; Damon Inc. (formerly Grafiti Holding Inc.) for thethree-month period ended September 30, 2024; and Damon Inc. for the three- and nine-month periods ended March 31, 2025, each asadjusted for the Reverse Split (the “Updated Selected Financial Data”). The Updated Selected Financial Data updates and supplements(i) the audited consolidated financial statements of Damon Motors Inc. for the years ended June 30, 2024 and 2023; (ii) the auditedconsolidated financial statements of Grafiti Holding Inc. for the years ended June 30, 2024 and 2023; and (iii) the unaudited September 30, 2024, each of which is included in the registration statement on Form S-1 filed with the SEC on March 18, 2025 (FileNo. 333-285872) (the “S-1 Registration Statement”), as well as (iv) Damon Inc.’s unaudited condensed consolidated financial does not modify or update the disclosures in such SEC Filings, other than as indicated to reflect the Reverse Split, and should be readin conjunction with the SEC Filings. The information attached hereto as Exhibit 99.1 is incorporated herein by reference. Description Cover Page Interactive Data File (embedded within the Inline XBRL document). 1 behalf by the undersigned hereunto duly authorized. Reverse Stock SplitOn July 3, 2025, Damon Inc. (“Company”) effected a 1-for-125 reverse stock split (“Reverse Stock Split”) of its outstanding common consolidated financial statements of Grafiti Holding Inc. for the years ended June 30, 2024 and 2023, and the unaudited condensedconsolidated financial statements of Damon Inc. (formerly Grafiti Holding Inc.) for the three month period ended September 30, 2024,