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Damon Inc(DMN) - 2025 Q4 - Annual Report
Damon IncDamon Inc(US:DMN)2025-09-29 22:14

Special Note Regarding Forward-Looking Statements and Other Information Contained in This Report This section highlights forward-looking statements, subject to inherent risks and uncertainties, which the company will not update - The report contains forward-looking statements, identifiable by specific terminology such as 'may,' 'will,' 'expects,' 'plans,' 'intends,' 'anticipates,' 'believes,' 'estimates,' 'predicts,' 'potential,' or 'continue'2022 - These forward-looking statements are inherently subject to risks and uncertainties, including potential volatility in common share prices, inability to implement business plans, achieve sales and production capacity at scale, or sustain profitability, and challenges in raising additional capital2024 - The company does not intend to update or revise these forward-looking statements, whether due to new information, future events, or otherwise23 PART I This part covers the company's business, risk factors, properties, legal proceedings, and cybersecurity disclosures ITEM 1: Business Damon Inc. develops smart electric motorcycles and personal mobility products with AI, distributes data analytics software, and pursues strategic growth - Damon Inc. was spun off by its former parent company, XTI Aerospace Inc., on December 27, 2023, and subsequently completed a business combination with Damon Motors Inc. on November 13, 2024, changing its corporate name from Grafiti Holding Inc. to Damon Inc.1213 - The company's material business operates through Damon Motors, aiming to commercialize smart, technologically advanced electric motorcycles and other personal mobility products with zero emissions, incorporating connectivity and artificial intelligence2829 - Damon Motors' electric motorcycles are currently in the prototype phase of product validation, with core technology advancements in its HyperDrive platform drive unit and HyperSport motorcycle30 - Through its wholly-owned subsidiary, Grafiti Limited, Damon distributes data analytics and visualization software products (SAVES) primarily for scientists and engineers in the United Kingdom and certain other European countries31 - The corporate strategy focuses on building end-to-end solutions for personal mobility, evaluating strategic opportunities including partnerships with OEMs, providers of complementary technologies and intellectual property, and accretive acquisitions33 - The global two-wheel industry is valued at $127 billion, with the medium and heavy motorcycle segments, where Damon's core capabilities lie, totaling $11.2 billion and growing at a CAGR of 7.2% in North America and Europe3638 - Damon's competitive strengths include a highly qualified management team, best-in-class strategic partners and suppliers (e.g., Continental, Brembo), a significant head start in applying multiple new technologies, a patent portfolio of 33 national and international patents, and a planned direct-to-customer distribution model4546484950 - Damon's electric vehicles are built on the proprietary HyperDrive™ platform (150 kW, monocoque battery-chassis) for high-performance models ($20,000-$80,000) and the smaller, lower-cost HyperLite platform (early design phase) for mass markets5758 - Key patented technologies include CoPilot™ (rider assistance and warning system), Shift™ (mechatronically adjustable handlebars and foot pegs), and an AI-enabled cloud platform for collision warning improvements and over-the-air software updates59 - Commercial production of Damon's motorcycles is expected to commence after passing various internal and external tests and undergoing a self-certification process for US-bound vehicle homologation, with HyperSport pre-production anticipated by Q4 FY2026 and HyperFighter concept stage by Q3-Q4 FY20266061 - Damon I/O is a Software-as-a-Solution (SaaS) platform designed for motorcycle and personal mobility OEMs and fleet operators, offering real-time diagnostics, over-the-air software updates, predictive maintenance alerts, and branded mobile apps7475 - The SAVES business offers a comprehensive suite of data analytics and statistical visualization software, including SigmaPlot, SYSTAT, and the next-generation, platform-independent Sigmaplot NG, with a cloud version anticipated for release later this year76 - Damon has partnerships with Auteco Mobility for HyperLite assembly, distribution, and sales in Latin America, and with PT Ilectra Motor Group and PT Solusi Mobilitas Indonesia for similar activities in Indonesia and Southeast Asia878889 - The company holds 33 utility patents (19 in the United States and 14 foreign counterparts) expiring between 2037 and 2043, and registered trademarks including 'DAMON,' 'HYPERSPORT,' and 'HYPERFIGHTER'94 - As of the date of the report, the company has a total of 13 employees and contractors, with 11 dedicated to the motorcycle business and 2 supporting the SAVES business99 - Damon's electric vehicles are subject to numerous regulatory requirements, including NHTSA safety standards and EPA emissions standards in the United States, and Type Approval in Europe, with battery packs tested against industry safety standards101103104105 - The company is subject to stringent environmental, health, and safety laws and regulations, particularly concerning hazardous substances like lithium-ion batteries, in the US and EU110113116 - Damon's planned direct-to-consumer distribution model faces challenges from state laws regulating vehicle sales and service, potentially limiting its ability to sell directly in certain jurisdictions and exposing it to franchise dealer litigation risks118119 - The company collects, uses, and stores customer data, making it subject to various data privacy and cybersecurity laws globally (e.g., CCPA, CPRA, GDPR) and has implemented a cybersecurity program based on the NIST Cybersecurity Framework121123125126128129130131132 ITEM 1A: Risk Factors This section details significant risks, including early stage, losses, capital needs, production scaling, competition, and internal control weaknesses - The company is an early-stage company with a history of operating losses and an accumulated deficit of $145,958,256 as of June 30, 2025, raising substantial doubt about its ability to continue as a going concern143144145148149 - The company's success depends on its ability to economically produce vehicles at scale, create additional revenue from SaaS solutions (Damon I/O), and manage significant capital requirements and operating costs, which remain unproven159161163164 - The company faces risks of significant delays in the design, manufacture, regulatory approval, launch, transportation, and delivery of its motorcycles, and will initially depend on revenue generated from a single model (HyperSport)157166167 - The motorcycle and personal mobility market is highly competitive, with established internal combustion engine (ICE) manufacturers and new electric vehicle (EV) entrants, many of whom have significantly greater financial and technical resources than Damon182183185 - Demand in the motorcycle and personal mobility industry is highly volatile and depends on consumer willingness to adopt electric vehicles, perceptions of quality and safety, availability of charging infrastructure, and government incentives188189 - The company is dependent on third-party suppliers, some of which are single or limited sources, and disruptions in supply or cost increases for raw materials (e.g., lithium, nickel, cobalt for batteries) could materially adversely affect its business197198199200207208 - The company's success depends on its ability to retain and attract qualified management, technical, vehicle engineering, and sales personnel, including key individuals like the CEO and CFO210 - Manufacturing in collaboration with partners (e.g., Auteco Mobility, Indika Energy) is subject to risks such as delays, capacity constraints, potential disputes, and maintaining quality standards outside of direct control222223 - The company's motorcycles rely on highly technical software and hardware systems that may contain errors, bugs, or vulnerabilities, potentially leading to performance issues, recalls, or reputational damage257258259 - The electric vehicle industry and its technology are rapidly evolving, and the company may be unable to keep up with changes in electric vehicle technology or compete effectively with alternative fuel technologies or improvements in internal combustion engines260261262 - The company's vehicles use lithium-ion battery cells, which have been observed to catch fire or vent smoke and flame, posing risks of bodily injury, death, lawsuits, product recalls, and negative public perception266 - The assisted driving technology (CoPilot ADAS) in Damon's vehicles is subject to risks, including accidents and fatalities, which could lead to liability, negative publicity, government scrutiny, and further regulation268 - The company's patent applications may not result in issued patents, and it may need to defend itself against costly patent or trademark infringement claims from competitors or non-practicing entities, potentially leading to substantial costs or operational disruptions269270271272 - The SAVES distribution business is dependent on a single licensor (Grafiti LLC), and rapid, significant, or adverse changes in sales terms and conditions could negatively impact the company's financial condition and results of operations230231 - The company is subject to numerous environmental, health, safety, anti-corruption (e.g., FCPA, UK Bribery Act), and data privacy laws and regulations (e.g., GDPR) in various jurisdictions, with non-compliance potentially leading to administrative, civil, and criminal penalties, and reputational harm274276286289293294 - Ongoing legal proceedings, including civil claims from former CEO Jay Giraud and Andy DeFrancesco, could result in adverse judgments, substantial costs, and diversion of management's time and attention301302304 - The company's common shares were recently delisted from Nasdaq and are currently traded on the OTCID Basic Market, which may adversely affect the market price and liquidity of its shares and limit its ability to raise additional capital311331332334 - The company has identified material weaknesses in its internal control over financial reporting, which could impair its ability to produce timely and accurate financial statements, adversely affect operating results, share price, and access to capital markets320321322 ITEM 1B: Unresolved Staff Comments As a smaller reporting company, Damon Inc. is not required to provide information on unresolved staff comments - The company is a smaller reporting company and is not required to provide information on unresolved staff comments342 ITEM 1C: Cybersecurity Damon maintains a NIST CSF and GDPR-based cybersecurity program with Board oversight, acknowledging potential future material incidents - Damon maintains a cybersecurity risk management program integrated into its overall enterprise risk management framework, based on recognized standards and best practices including the NIST Cybersecurity Framework (CSF) and GDPR requirements343344 - The program includes annual third-party assessments to identify and prioritize risks, internal policies for information security and incident response, external partnerships for vulnerability testing and data protection, and a structured third-party risk management program345346347 - Oversight of the cybersecurity program rests with the Vice President of IT Operations, supported by third-party specialists, and the Audit Committee of the Board of Directors, with regular briefings and at least annual reviews by the full Board348349 - While past cybersecurity incidents have not had a material adverse effect, the company acknowledges that future incidents could have a material impact despite existing safeguards and is committed to continuous enhancement of cybersecurity controls and monitoring capabilities350351 - Increasing regulatory requirements regarding cybersecurity, including mandatory incident reporting and disclosure obligations, may subject the company to additional costs, liabilities, or reputational impact352 ITEM 2: Properties Damon Motors' principal executive offices are located in Burnaby, British Columbia, Canada, under a 3-year lease - Damon Motors' principal executive offices are located at 4601 Canada Way, Suite 402, Burnaby, British Columbia, Canada353 - The company operates its principal executive offices under a 3-year lease that commenced in May 2025353 ITEM 3: Legal Proceedings Damon Inc. is involved in several legal proceedings, including claims from former executives and a landlord, which the company denies - A civil claim was filed on March 7, 2025, by former director and CEO Damon Jay Mercredi Giraud, alleging the company failed to honor agreed-upon settlement terms for a listing bonus and backpay following his resignation355 - Andy DeFrancesco filed a civil claim on April 11, 2025, alleging a verbal agreement for the issuance of $3.2 million worth of common shares in exchange for past and future services, which the company has refused to issue356 - Moz Holdings Canada Inc. served a notice of civil claim on September 9, 2025, alleging Damon Motors Inc. has unpaid rent of $376,527 for a previously occupied manufacturing facility357 - The company denies the allegations of wrongdoing in these legal proceedings and has filed or will file responses to the notices of civil claim355356357 ITEM 4: Mine Safety Disclosures This item is not applicable to Damon Inc. - The company is not required to provide mine safety disclosures358 PART II This part details market information, financial condition, management's discussion, and controls and procedures ITEM 5: Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Damon Inc.'s common shares trade on the OTCID Basic Market, with no cash dividends paid or share repurchases in FY2025 - The company's common shares are currently quoted on the OTCID Basic Market under the symbol 'DMNIF' following its delisting from Nasdaq360 - As of the date of this report, there were approximately 442 holders of record of the company's common shares360 - The company has not declared or paid any cash dividends on its common shares and intends to retain future earnings, if any, to finance the expansion of its business361326 - During the period covered by this Annual Report on Form 10-K, no equity securities were sold that were not registered under the Securities Act and not previously reported363 - The company had no share repurchase activity for the year ended June 30, 2025364 ITEM 6: [Reserved] This item is reserved and contains no information - This item is reserved and contains no information365 ITEM 7: Management's Discussion and Analysis of Financial Condition and Results of Operations Damon Inc. reported FY2025 revenue of $222,736, a net loss of $5.35 million, and a working capital deficiency, raising going concern doubts - Damon Inc. (formerly Grafiti Holding Inc.) completed a business combination with Damon Motors Inc. in November 2024, with Damon Motors treated as the accounting acquirer for financial reporting purposes367135136 - The company's core business involves developing electric motorcycles (HyperDrive and HyperLite platforms) and a Software-as-a-Solution (SaaS) platform called Damon I/O, alongside distributing SAVES software products368371374375 Revenue and Gross Profit (FY2025 vs. FY2024) | Metric | FY2025 | FY2024 | | :---------------- | :------- | :------- | | Revenue | $222,736 | $0 | | Cost of Revenue | $107,394 | $0 | | Gross Profit | $115,342 | $0 | | Gross Profit Margin | 52% | N/A | Operating Expenses (FY2025 vs. FY2024) | Expense Category | FY2025 | FY2024 | | :-------------------------- | :--------- | :--------- | | Research and development, net | $3,045,949 | $4,550,229 | | General and administrative | $8,551,784 | $4,296,231 | | Sales and marketing | $667,300 | $986,137 | | Transaction costs | $4,945,436 | $1,626,519 | | Depreciation | $217,443 | $303,424 | | Impairment | $14,119,955 | $0 | - The net loss for the year ended June 30, 2025, was $5,350,662, a significant decrease from $33,968,248 in the prior year, primarily due to a $34,333,573 income from changes in fair value of financial liabilities394404405407 Liquidity and Cash Flows (FY2025 vs. FY2024) | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------------- | :-------------- | :-------------- | | Cash | $2,479,283 | $395,580 | | Working Capital Deficiency | $(10,400,000) | N/A | | Cash flows used in operating activities | $(19,634,512) | $(12,869,374) | | Cash flows provided by investing activities | $77,270 | $0 | | Cash flows provided by financing activities | $21,692,469 | $11,195,898 | - The company's expected future losses and a working capital deficiency of approximately $10.4 million as of June 30, 2025, cast substantial doubt upon its ability to continue as a going concern408409 - A non-recurring impairment of goodwill in the amount of $14,045,955 and an impairment of intangible assets in the amount of $74,000 were recorded for the year ended June 30, 2025, reducing their carrying value to $nil403391 ITEM 7A: Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Damon Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk417 ITEM 8: Financial Statements and Supplementary Data This item refers to the financial statements and supplementary data included elsewhere in the annual report - The financial statements and supplementary data are presented following Item 15 of this annual report and are included herein by reference418 ITEM 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Marcum LLP resigned as auditor, replaced by CBIZ CPAs P.C., with no disagreements on accounting principles but noted material weaknesses - Marcum LLP resigned as the independent registered public accounting firm on June 17, 2025, as a result of CBIZ CPAs P.C. acquiring its attest business420 - CBIZ CPAs P.C. was engaged as the company's new independent registered public accounting firm on the same date, June 17, 2025420 - Marcum LLP's audit report for the fiscal year ended June 30, 2024, did not contain an adverse opinion or disclaimer, and was not qualified or modified, except for an explanatory paragraph regarding the company's ability to continue as a going concern421 - During Marcum's engagement, there were no disagreements on accounting principles or practices, financial statement disclosure, or auditing scope or procedures422 - Material weaknesses in the company's internal control over financial reporting were previously disclosed, relating to ineffective controls over period-end financial disclosure and reporting processes, and a lack of sufficient personnel with requisite U.S. GAAP financial reporting skills422 ITEM 9A: Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were ineffective due to identified material weaknesses - As of June 30, 2025, the chief executive officer and chief financial officer concluded that the company's disclosure controls and procedures were not effective425 - Management concluded that the company's internal control over financial reporting was not effective as of June 30, 2025, due to identified material weaknesses426 - Material weaknesses identified include a lack of adequate controls for identifying and accounting for material contracts/agreements, and information technology deficiencies in the design, implementation, and operation of controls over program change management and vendor management430 - Remediation plans include educating control owners, developing documentation, enhancing controls related to financial reporting systems, performing in-depth access analysis, and implementing additional levels of internal review of financial statements427 - The material weaknesses will not be considered remediated until the remediation efforts are fully concluded and the controls are operating effectively, with no assurance that all errors or fraud will be prevented or detected427428 ITEM 9B: Other Information No directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements in Q4 FY2025 - None of the company's directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the fiscal quarter ended June 30, 2025432 ITEM 9C: Disclosure Regarding Foreign Jurisdictions That Prevent Inspections This item is not applicable to Damon Inc. - This item is not applicable to the company433 PART III This part covers directors, executive compensation, security ownership, related party transactions, and accounting fees ITEM 10: Directors, Executive Officers and Corporate Governance The Board consists of five members, including independent directors, with established committees and a Code of Business Conduct and Ethics Directors and Executive Officers | Name | Age | Position | | :-------------------- | :-- | :--------------------------------- | | Dominique Kwong | 50 | Chief Executive Officer and Director | | Baljinder Kaur Bhullar | 56 | Chief Financial Officer and Director | | Karan Sodhi | 33 | Director | | Shashi Tripathi | 48 | Chairman of the Board | | Melanie Figueroa | 43 | Director | - Karan Sodhi and Shashi Tripathi are determined to be independent directors in accordance with Nasdaq listing requirements446 - The Board has established an Audit Committee (chaired by Karan Sodhi, an 'audit committee financial expert'), a Compensation Committee (chaired by Shashi Tripathi), and a Nominating and Corporate Governance Committee (chaired by Shashi Tripathi)448449452453 - The Board is responsible for the oversight of the company's risk management processes, with committees regularly discussing major risk exposures and mitigation strategies with management458459 - The company adopted a written Code of Business Conduct and Ethics that applies to its directors, officers, and employees, and an Insider Trading Policy prohibiting hedging activities and holding securities in margin accounts463467 - The company qualifies as a 'foreign private issuer' and, while voluntarily filing U.S. domestic issuer forms, avails itself of exemptions from certain Exchange Act provisions, including proxy rules, Regulation FD, and Section 16 reporting and short-swing profit recovery464465466 ITEM 11: Executive Compensation This section details compensation for NEOs and directors, new executive employment agreements, and the Stock Incentive Plan Summary Compensation Table (FY2025 vs. FY2024) | Name and Principal Position | Year | Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) | | :-------------------------- | :--- | :--------- | :-------- | :------------------------- | :-------- | | Dominique Kwong, CEO | 2025 | 107,159 | - | - | 107,159 | | | 2024 | - | - | - | - | | Baljinder Bhullar, CFO | 2025 | 312,948 | 1,000,000 | - | 1,312,948 | | | 2024 | 121,473 | - | - | 121,473 | | Nadir Ali, Former CEO | 2025 | 325,000 | - | 400,000 | 725,000 | | | 2024 | - | - | 45,000 | 264,627 | | Damon Jay Giraud, Former CEO | 2025 | 140,739 | - | 137,454 | 278,193 | | | 2024 | 270,188 | - | 7 | 270,195 | | Derek Dorresteyn, Former CTO | 2025 | 162,500 | - | 144,231 | 306,731 | | | 2024 | 234,163 | - | 7 | 234,170 | - New executive employment agreements for CEO Dominique Kwong and CFO Baljinder Bhullar, effective July 16, 2025, include monthly salaries (CAD$39,947 for Kwong, CAD$37,035.75 for Bhullar), potential yearly cash bonuses up to 100% of salary, short-term incentive payments, and equity awards (stock options and RSUs)474476481483 - Termination provisions in the Kwong and Bhullar agreements include severance payments (up to 18 months of salary), benefits extension, and options extension, depending on the reason for termination477478479480484485486487 - Nadir Ali's consulting agreement includes a $325,000 fee upon Business Combination closing and a monthly fee of $54,167 for six months, with payment continuing if terminated without cause during this period488489490491 - Melanie Figueroa's consulting agreement includes a $175,000 fee upon Business Combination closing and a monthly fee of $29,167 for six months, with similar termination provisions551552 - The Stock Incentive Plan, adopted June 11, 2024, provides flexibility to grant equity-based incentive awards (Options, RSUs, Restricted Shares, PSUs, DSUs) to attract, retain, and motivate qualified directors, employees, and consultants511512520 Securities Authorized for Issuance under Equity Compensation Plans (as of June 30, 2025) | Plan Category | Number of securities to be issued upon exercise of outstanding options (a) | Weighted average exercise price of outstanding options (b) | Number of securities remaining available for future issuance (c) | | :------------------------------------------ | :------------------------------------------------------- | :------------------------------------------------------- | :------------------------------------------------------------- | | Equity compensation plans approved by security holders | 5,781 | $186.74 | 13,282,097 | | Equity compensation plans not approved by security holders | - | - | - | | Total | 5,781 | $186.74 | 13,282,097 | - The maximum aggregate number of common shares that may be issued pursuant to awards granted under the Stock Incentive Plan is initially 10,000,000, with automatic annual increases, but not exceeding 40,000,000 shares over the term514 - The Plan Administrator (Compensation Committee) determines eligibility, grant timing, conditions, number of shares, exercise price, and restrictions for awards, and has the authority to interpret the plan and adopt related rules516517 - The company has an anti-hedging policy that restricts participants from purchasing financial instruments designed to hedge or offset a decrease in the market value of awards granted to them543 Director Compensation (FY2025) | Name | Fees Earned or paid in cash ($) | Stock awards ($) | Option awards ($) | Non-equity Incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | :---------------------- | :------------------------------ | :--------------- | :---------------- | :----------------------------------------- | :-------------------------------------------- | :------------------------- | :-------- | | Karan Sodhi | 39,796 | - | - | - | - | - | 39,796 | | Shashi Tripathi | 52,500 | - | - | - | - | - | 52,500 | | Melanie Figueroa | 227,500 | - | - | 175,000 | - | - | 402,500 | ITEM 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section provides beneficial ownership information for executives, directors, and major shareholders as of September 29, 2025 Beneficial Ownership of Common Shares (as of September 29, 2025) | Name of Beneficial Owner | Amount and nature of beneficial ownership | Percent of Class | | :------------------------------------------ | :---------------------------------------- | :--------------- | | Dominique Kwong | 5,991 | * | | Baljinder Bhullar | - | - | | Karan Sodhi | - | - | | Shashi Tripathi | 529 | * | | Melanie Figueroa | 2,538 | * | | All current executive officers and directors as a group (5 persons) | 9,058 | * | | Nadir Ali - former chief executive officer | 1,138 | * | | Jay Giraud - former chief executive officer | 11,129 | * | | Derek Dorresteyn – former chief technology officer | - | - | | Streeterville Capital LLC | 1,958,421 | 9.99% | | Maxim Partners LLC | 985,876 | 5.03% | - As of September 29, 2025, there were 19,603,815 shares of the registrant's common shares outstanding6557 - Streeterville Capital LLC's current ownership is capped at 9.99% under various agreements, despite having rights to convert a promissory note into up to approximately 52,615,320 common shares557558336 ITEM 13: Certain Relationships and Related Transactions, and Director Independence This section outlines related party transactions, including agreements with Grafiti LLC, spin-off related agreements, and former executive arrangements - Grafiti Limited, a wholly-owned subsidiary, has a Distributor Agreement and an Administrative Support Service Agreement with Grafiti LLC, an entity controlled by Nadir Ali, the company's former Chief Executive Officer560561 - The company entered into a Separation and Distribution Agreement and a Liquidating Trust Agreement in connection with its spin-off from XTI Aerospace Inc. and the subsequent distribution of shares to participating Parent securityholders562564 - Consulting agreements were in place with Melanie Figueroa (director) and Wendy Loundermon (who owned more than 5% of outstanding common shares prior to the Business Combination) for advisory services, with specified monthly fees and payments upon the Business Combination closing565566567 - Former CEO Jay Giraud was issued 1,391,181 multiple voting shares at the Business Combination closing, subject to a Coattail Agreement and Founder Agreement, which were converted to common shares upon his resignation on December 4, 2024568569574575 - The company's Articles contain provisions limiting the liability of directors and provide for indemnification of directors and officers to the fullest extent permitted by British Columbia law, supplemented by individual indemnification agreements578327328 ITEM 14: Principal Accounting Fees and Services This section details audit fees paid to CBIZ CPAs P.C. and Marcum LLP for FY2025 and FY2024, with Audit Committee pre-approval Principal Accountant Fees and Services (FY2025 vs. FY2024) | Fee Type | 2025 | 2024 | | :--------------- | :------- | :------- | | Audit Fees | $691,798 | $297,670 | | Audit Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | - Audit fees increased from $297,670 in fiscal year 2024 to $691,798 in fiscal year 2025, covering professional services for annual audits and quarterly reviews580 - The Audit Committee is responsible for reviewing and approving in advance the retention of independent auditors for all audit and lawfully permitted non-audit services and their associated fees582 PART IV This part lists exhibits and financial statement schedules, and addresses the Form 10-K Summary ITEM 15: Exhibits, Financial Statement Schedules This item lists financial statements and provides an index of exhibits, omitting schedules not applicable or included elsewhere - The financial statements filed as part of this report are listed and indexed in the table of contents584 - Financial statement schedules have been omitted because they are not applicable or the required information has been included elsewhere in this report585 - An Exhibit Index is provided, listing exhibits including management contracts and compensation plans, as required by Item 15(a)(3) of Form 10-K586590 ITEM 16: Form 10-K Summary This item is not applicable to Damon Inc. - This item is not applicable to the company587 SIGNATURE The report is signed by the CEO, CFO, and directors, who also appoint attorneys-in-fact for amendments - The report is signed on September 29, 2025, by Dominique Kwong (Chief Executive Officer and Director), Baljinder Bhullar (Chief Financial Officer), Karan Sodhi (Director), Shashi Tripathi (Chairman of the Board), and Melanie Figueroa (Director)600601 - Each signatory appoints Dominique Kwong and Baljinder Bhullar as true and lawful attorneys-in-fact and agents for signing and filing any amendments to this Annual Report on Form 10-K and related documents with the Securities and Exchange Commission600