Sec Form 4 Filing - Giraud Damon Jay @ Damon Inc. - 2024-11-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Giraud Damon Jay 2. Issuer Name and Ticker or Trading Symbol Damon Inc. [ DMN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 342 15TH STREET W 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2024 (Street) NORTH VANCOUVER, A1V7M 1S5 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 11/13/2024 A( 1 ) 2,211 A 2,211 I By common law spouse ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Multiple Voting Shares ( 3 ) 11/13/2024 A( 1 ) 10,142 ( 3 ) ( 3 ) Common Shares 10,142 ( 1 ) 10,142 D Multiple Voting Shares ( 3 ) 11/13/2024 A( 1 ) 1,381,039 ( 3 ) ( 3 ) Common Shares 1,381,039 ( 1 ) 1,381,039 I By Lime Dragon Holdings Corp. ( 4 ) Stock Option (Right to Buy) $ 0.95 11/13/2024 A( 5 ) 525,854 11/13/2024 03/31/2031 Common Shares 525,854 ( 5 ) 525,854 D Stock Option (Right to Buy) $ 1.23 11/13/2024 A( 5 ) 11,790 11/13/2024 04/12/2031 Common Shares 11,790 ( 5 ) 11,790 I By common law spouse ( 2 ) Stock Option (Right to Buy) $ 0.95 11/13/2024 A( 5 ) 31,581 11/13/2024 04/12/2031 Common Shares 31,581 ( 5 ) 31,581 I By common law spouse ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Giraud Damon Jay 342 15TH STREET W NORTH VANCOUVER, A1V7M 1S5 X Chief Executive Officer Signatures /s/ Bal Bhullar, by Power of Attorney 11/15/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 13, 2024, Grafiti Holding Inc. (the "Company") consummated its business combination with Damon Motors Inc. pursuant to a Business Combination Agreement, dated October 23, 2024, among the Company, Damon Motors Inc., XTI Aerospace Inc. and 1444842 B.C. Ltd. (as amended, the "Business Combination Agreement"), following which the Company changed its name to "Damon Inc." These shares were acquired in exchange for certain securities held in Damon Motors Inc. immediately prior to the closing, which converted into common shares or Multiple Voting Shares of the Company pursuant to the Business Combination Agreement. ( 2 )The securities are held by Amber Spencer, who is the Chief Marketing Officer of the Company and the common law spouse of the Reporting Person, and as such may be deemed to be beneficially held by the Reporting Person. ( 3 )The Multiple Voting Shares are convertible into common shares on a one-for-one basis at any time at the option of the holders thereof and automatically in certain other circumstances as set forth in the articles of the Company. ( 4 )The shares are owned by Lime Dragon Holdings Corp., of which the Reporting Person serves as sole director, and as such may be deemed to be beneficially held by the Reporting Person. ( 5 )This option was acquired in exchange for an option issued by Damon Motors Inc. pursuant to the Business Combination Agreement.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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