As filed with the Securities and Exchange Commission on January 31, 2025 Registration No. 333-284324 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DAMON INC. (Exact name of registrant as specified in its charter) British Columbia 3751 Not Applicable (State or jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 7 ...

As filed with the Securities and Exchange Commission on January 16, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DAMON INC. (Exact name of registrant as specified in its charter) | | | (State or jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) 704 Alexander Street, Vancouver, British Columbia V6A 1E3 (408) 702-2167 (Address and telephon ...

Business Development - Damon Motors is developing high-performance electric motorcycles using the proprietary HyperDrive platform, which features a 150 kW motor and is designed to compete with market leaders in both internal combustion and electric segments [149]. - The HyperDrive platform allows for a range of motorcycle models with price points between $20,000 and $80,000, targeting 500 – 1500cc power equivalent classes in North America and Europe [149]. - Damon Motors plans to commence commercial production after completing various internal and external tests, including FCC Title 47 certification and FMVSS compliance [152]. - The company aims to build a premium electric motorcycle brand that rivals major incumbents by leveraging patented technologies like CoPilot and Shift for enhanced rider experience [150][151]. - Damon Motors has undergone a business combination, resulting in a change of control, with securityholders of Damon Motors acquiring approximately 82% of the outstanding common shares of the combined company [159]. - The combined company commenced trading on the Nasdaq Global Market under the symbol "DMN" on November 18, 2024 [158]. - Damon Motors is also developing the HyperLite platform for lower-cost motorcycles aimed at overseas and developing markets [150]. Financial Performance - Revenues for the three months ended September 30, 2024, were $101,969, an increase of $4,061 or approximately 4% compared to $97,908 for the same period in 2023 [177]. - Cost of revenues increased to $39,647 for the three months ended September 30, 2024, from $23,805 in the prior year, representing a 67% increase [178]. - Gross profit margin decreased to 61% for the three months ended September 30, 2024, down from 76% in the same period of 2023 [179]. - Operating expenses surged to $1,482,768 for the three months ended September 30, 2024, compared to $77,795 in the prior year, marking an increase of 1,804% [180]. - Net loss for the three months ended September 30, 2024, was $1,564,540, compared to a net loss of $3,692 for the same period in 2023, reflecting a significant increase in losses [176]. - EBITDA for the three months ended September 30, 2024, was a loss of $1,420,193, compared to a loss of $3,476 for the prior year period [183]. - Adjusted EBITDA for the three months ended September 30, 2024, was a loss of $334,896, compared to a loss of $3,476 for the same period in 2023 [183]. Cash Flow and Working Capital - The company reported a working capital surplus of $12,374 as of September 30, 2024 [192]. - Cash balance as of September 30, 2024, was $175,292 [192]. - Net cash used in operating activities during the three months ended September 30, 2024, was $799,535, primarily due to the net loss [190]. - The Company secured a commitment for additional financing totaling $13,000,000 on November 13, 2024, and released $3,150,000 from escrow on November 20, 2024, ensuring sufficient working capital for at least the next 12 months [193]. - For the three months ended September 30, 2024, the net cash used in operating activities was approximately $799,535, compared to a net cash provided of $57,285 for the same period in 2023 [194][197]. - The net loss for the three months ended September 30, 2024 was $1,564,540, while the net loss for the same period in 2023 was $3,692 [195][197]. - Net cash used in investing activities for the three months ended September 30, 2024 was $596,000, attributed to a loan to Damon Motors, with no investing activities reported in the same period of 2023 [199]. - Net cash provided by financing activities for the three months ended September 30, 2024 was $414,335, which included $350,000 from a note payable and $64,335 from stock option exercises, compared to $32,193 in 2023 [200]. - As of September 30, 2024, the Company had cash of $175,292, a significant decrease from $1,148,904 as of June 30, 2023 [194]. - The working capital surplus as of September 30, 2024 was $12,374, down from $1,046,944 as of June 30, 2023 [194]. - The net change in operating assets and liabilities for the three months ended September 30, 2024 was $491,123, primarily due to a $528,078 increase in accounts payable [196]. - The non-cash income and expenses for the three months ended September 30, 2024 totaled $273,882, mainly from depreciation and amortization expenses [195]. - The Company does not have any off-balance sheet guarantees or trading activities involving non-exchange traded contracts [201].

As filed with the Securities and Exchange Commission on October 31, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRAFITI HOLDING INC. (Exact name of registrant as specified in its charter) British Columbia 6500 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) 268 Bath Road, Slough United Kingdom, 4DXUK (408) ...

As filed with the Securities and Exchange Commission on September 27, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRAFITI HOLDING INC. (Exact name of registrant as specified in its charter) British Columbia 6500 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 268 B ...