达蒙公司美股招股说明书(2025-07-17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 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 the resale ofup to 18,514,579 common shares of Damon (together, the “Prospectuses”), with the information contained in our Current Report onForm 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 17, 2025 (the “Current Report”). Accordingly, wehave 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 17, 2025. Executive Employment Services Agreement with Dominque Kwong director, with an initial term commencing on July 16, 2025 and expiring on July 16, 2028 (the “Kwong Agreement”). The KwongAgreement supersedes the Company’s prior Interim Executive Employment Agreement, dated December 4, 2024, and its Amendment to Interim Executive Agreement, dated May 4, 2025, as between the Company and Mr. Kwong.The initial term of the Kwong Agreement is subject to automatic renewal for successive 90-day periods unless either the Company or Compensation Committee from time to time; (d) a time-based vesting incentive stock option to purchase up to an aggregate of1,000,000 common shares of the Company, vesting as to not less than one-quarter of the option shares on each of the following dates:the date of grant, and the dates that are six, 12, and 18 months thereafter; (e) a restricted stock unit award (the “RSU”) to acquire up to an aggregate of 1,000,000 common shares of the Company, vesting as to not less than one-half of the RSU shares on each of the datesthat are 12 and 24 months, respectively, from the date of grant; (f) participation in any long-term incentive program introduced by the Company from time to time; (g) participation in all Company employee benefit and health insurance plans (each, a “Benefit”); and (h)four weeks of accrued vacation per calendar year (the “Vacation”). Additionally, the Company will pay Mr. Kong a one-time signingbonus of CAD$126,110 as soon as reasonably practicable, and no later than five business days after it has raised at least US$2.5million, in recognition of the execution of the Kwong Agreement and the retroactive salary adjustment. (if any and calculated pro rata up to the date of termination) earned by Mr. Kwong to the date of termination (collectively, the“Outstanding Amounts”); (ii) a cash payment equal to six months’ of Monthly Salary for each year of employment commencing on Period; (iii) confirmation that all of Mr. Kwong’s then Benefits coverage would be extended for a period of 12 months from the date oftermination (the “Benefits Extension”); and (iv) subject to the applicable provisions of the Kwong Agreement and the Company’s thenStock Incentive Plan, Mr. Kwong shall be entitled to exercise any unexercised and fully vested portion of any stock options for aperiod of 12 months from the date of termination (the “Options Extension”).If the Company elects to terminate the Kwong Agreement without Just Cause (as defined therein), or if Mr. Kwong terminates theKwong Agreement for Good reason as a result of a Change of Control (each as also defined therein), and provided that Mr. Kwong isin compliance with the relevant terms and conditions of the same, the Company shall be obligated to provide a termination package toMr. Kwong as follows: (i) a cash payment equal to all Outstanding Amounts to the date of termination; (ii) a cash payment equal to theTermination Amou