Sec Form 4 Filing - Spencer Amber Louise @ Damon Inc. - 2024-12-04

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 Spencer Amber Louise 2. Issuer Name and Ticker or Trading Symbol Damon Inc. [ DMN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Marketing Officer (Last) (First) (Middle) 342 15TH STREET W 3. Date of Earliest Transaction (MM/DD/YY) 12/04/2024 (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 12/04/2024 C 10,142 A 10,142 I By common law spouse ( 2 ) Common Shares 12/04/2024 C 1,381,039 A 1,381,039 I By Lime Dragon Holdings Corp. ( 3 ) Common Shares 2,211 D

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 ( 1 ) 12/04/2024 C 10,142 ( 1 ) ( 1 ) Common Shares 10,142 ( 1 ) 0 I By common law spouse ( 2 ) Multiple Voting Shares ( 1 ) 12/04/2024 C 1,381,039 ( 1 ) ( 1 ) Common Shares 1,381,039 ( 1 ) 0 I By Lime Dragon Holdings Corp. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spencer Amber Louise 342 15TH STREET W NORTH VANCOUVER, A1V7M 1S5 Chief Marketing Officer Signatures /s/ Bal Bhullar, by Power of Attorney 12/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 Damon Inc. (the "Company"). On December 4, 2024, Damon Jay Giraud resigned from all officer and director positions with the Company, triggering the automatic conversion of the Multiple Voting Shares beneficially owned by him into common shares. ( 2 )The shares are held by Damon Jay Giraud, who is the common law spouse of the reporting person, and as such may be deemed to be beneficially held by the reporting person. ( 3 )The shares are owned by Lime Dragon Holdings Corp., of which Damon Jay Giraud, the reporting person's common law spouse, serves as sole director, and as such may be deemed to be beneficially held by the reporting person.

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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