Damon Inc 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJune 30,2025 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 Number001-42190 DAMON INC.(Exact name of registrant as specified in its charter) 4601 Canada Way,Suite #402Burnaby,BCV5G 4X7(Address of principal executive offices)(Zip Code) (236)326-3619(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: *The Nasdaq Stock Market LLC has determined to delist the Company’s common shares and filed a Form 25 with the U.S.Securities and Exchange Commission on July 18, 2025. As a result, the Company’s registration under Section 12(b) of theSecurities Exchange Act of 1934, as amended, is expected to terminate on October 16, 2025, and its common shares are expectedto become registered under Section 12(g) thereafter. The Company’s common shares are currently quoted on the OTCIQ BasicMarket, operated by OTC Markets Group Inc., under the symbol “DMNIF.” Securities registered pursuant to Section 12(g) of the Act: None(Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ 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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ 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 registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of December 31,2024, the last business day of the registrant’s most recently completed second fiscal quarter, was $17,355,619based upon the closingprice reported for such date on the Nasdaq Stock Market LLC (“Nasdaq”). As of September 29, 2025, there were19,603,815shares of the registrant’s common shares outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. DAMON INC.TABLE OF CONTENTS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATIONCONTAINED IN THIS REPORTiii EXPLANATORY NOTE About the Company On December 27, 2023 (the “record date”), we were spun off by our former parent company, XTI Aerospace Inc., formerlyknown as Inpixon (the “Parent”), by means of a transfer of all of our then outstanding common shares held by the Parent (the “spinoffshares”) to the Grafiti Holding Inc. Liquidating Trust (the “trust”), to be held for the benefit of holders of the Parent’s common stock,preferred stock and those outstanding warrants that were contractually entitled to participate in the distr