Sec Form 4 Filing - Tripathi Shashi M @ 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 Tripathi Shashi M 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 21678 CASINO RIDGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2024 (Street) YORBA LINDA, CA92887 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 ) 29,272 A 29,272 I ( 3 ) By Nurture Growth Fund, LP Common Shares 11/13/2024 A( 1 ) 2,333 A 2,333 I ( 3 ) By Nurture Group Ventures LLC

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 Warrants $ 7.81 11/13/2024 A( 2 ) 32,011 11/13/2024 06/22/2029 Common Shares 32,011 ( 2 ) 32,011 I ( 3 ) By Nurture Growth Fund, LP Warrants $ 7.81 11/13/2024 A( 2 ) 2,560 11/13/2024 07/31/2029 Common Shares 2,560 ( 2 ) 2,560 I ( 3 ) By Nurture Group Ventures LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tripathi Shashi M 21678 CASINO RIDGE ROAD YORBA LINDA, CA92887 X 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." The reporting person acquired these shares 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 )These warrants were acquired in exchange for warrants issued by Damon Motors Inc. pursuant to the Business Combination Agreement. ( 3 )The reporting person is the managing partner/member of the fund and, as such, may be deemed to have beneficial ownership of the securities held by the fund. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any.

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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