- Grafiti's confidential registration statement progressing
through SEC review process
- Transaction expected to close in coming months, pending
regulatory approvals
- Combined Company has filed an application to list
on Nasdaq under ticker DMN,
VANCOUVER, BC, June 24,
2024 /CNW/ - Damon Motors Inc., makers of
high-performance electric motorcycles that are safer, smarter, and
cleaner with up to 200 mph, 200 hp, and 200 miles of range,
today provided an update on the previously
announced proposed business combination (the "Business
Combination" or "BCA") with Grafiti Holding Inc. ("Grafiti"), a
former subsidiary of XTI Aerospace, Inc. (formerly Inpixon, "XTI
Aerospace"). The transaction is currently expected to close in the
coming months, subject to obtaining the necessary regulatory
approvals and satisfaction of other closing conditions described
below and in its filings with the Securities and Exchange
Commission ("SEC"). Upon the completion of the BCA, the combined
company expects to list on the Nasdaq Stock Market ("Nasdaq") under
the ticker symbol DMN, subject to the approval of an initial
listing application which has also been submitted to Nasdaq.
"For years now the motorcycle community has been asking about
when Damon will become a publicly traded company, so they can help
drive its success." Said Jay Giraud,
CEO of Damon. "I'm thrilled that we'll soon be able to make it a
reality."
As part of this process, the registration statement that was
confidentially submitted by Grafiti to the SEC (the "Registration
Statement") is progressing through the SEC review process.
The BCA is also subject to certain conditions, including
approval of the BCA by Damon securityholders, approval by the
Supreme Court of British Columbia
of a plan of arrangement of Damon in respect of the Business
Combination, and the issuance of a receipt from the British
Columbia Securities Commission in respect of a non-offering
prospectus of Grafiti, among other conditions contained in the
previously reported business combination agreement between Grafiti
and Damon.
"We are looking forward to the moment when we can light up the
ticker DMN for both Grafiti's shareholders and the general public
at large." Said Nadir Ali, CEO of
Grafiti. "This is an exciting time that's a year in the
making."
Subject to certain exclusions described in the BCA, the shares
issued to Damon securityholders in connection with the BCA will be
subject to lock-up restrictions for 180 days after the closing of
the BCA, with the following release schedule: 20% at the closing,
40% at 90 days following the closing, 40% at 180 days following the
closing, subject to accelerated release from lock-up restrictions
if, following closing, the public share price of the combined
company reaches a certain threshold. The outside date under the BCA
has been extended to September 30,
2024.
About Damon Motors, Inc.
Damon Motors seeks to disrupt urban mobility, led by
entrepreneurs and executives from world-class EV and technology
companies. With its development offices in San Rafael,
California and headquartered in Vancouver, Canada, Damon is on a mission to cause a
paradigm shift for safer, smarter motorcycling. Anchored by its
proprietary electric powertrain, HyperDrive™, Damon has captured
the attention of the motorcycling world by delivering 200 hp, a top
speed of 200 mph, up to 200 miles of range, innovative design and
new safety technologies including CoPilot™ and Shift™, which are
attracting an entirely new generation of motorcycle riders. With
strong consumer interest in the US and abroad, Damon aims to set a
new standard for motorcycle safety and sustainability worldwide.
For more information on how Damon technology is defining the new
industry standard, please visit damon.com.
About Grafiti Holdings, Inc.
Grafiti Holding is the holding company of Grafiti Limited
(collectively, Grafiti"), which is based in the United
Kingdom and offers a comprehensive set of powerful and
versatile data analytics and statistical visualization solutions
for engineers and scientists. Grafiti's mission is to revolutionize
data analysis and visualization for students and science and
engineering professionals, providing them with the next generation
tools to transform complex data into meaningful insights and
groundbreaking results. These products help: scientific
research in the health and life sciences domain in the discovery of
new drugs; engineers in connection with a multitude of applications
including but not limited to, studying signal attenuation and
propagation in radio engineering and surface panel design for
automobile and motorcyle aerodynamics, curve fitting, and
calculated asymmetry among others. For more information about
Grafiti please visit https://grafiti.co.uk/.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking information or
forward-looking statements under applicable Canadian and U.S.
securities laws (collectively, "forward-looking statements") that
reflect Damon's current expectations and projections about its
future development. When used in this press release,
forward-looking statements can be identified by the use of words
such as "may," or by such words as "will," "intend," "believe,"
"estimate," "consider," "expect," "anticipate," and "objective" and
similar expressions or variations of such words. Forward-looking
statements are, by their nature, not guarantees of Damon's future
operational or financial performance and are subject to risks and
uncertainties and other factors that could cause Damon's actual
results, performance, prospects, or opportunities to differ
materially from those expressed in, or implied by, these
forward-looking statements. No representation or warranty is
intended with respect to anticipated future results, or that
estimates, or projections will be sustained.
Forward-looking statements in this press release include, but
are not limited to, statements relating to the completion of the
Business Combination, the shareholder approval of the Business
Combination by securityholders of Damon, the issuance of a final
order by the Supreme Court of British
Columbia in respect of a plan of arrangement to effect the
Business Combination, approval by Nasdaq to list the shares of the
combined company, the expected performance level of Damon
motorcycles, the estimated demand of Damon motorcycles, the
potential safety ratings of Damon motorcycles and other forward
looking information in respect of the proposed Business
Combination.
In developing the forward-looking statements in this press
release, we have applied several material assumptions, including
the general business and economic conditions of the industries and
countries in which Damon operates, the general market conditions
and that Damon shareholders will view the Business Combination
favorably and vote in favor of the transaction.
Many risks, uncertainties, and other factors could cause the
actual results of the Damon to differ materially from the results,
performance, achievements, or developments expressed or implied by
such forward-looking statements. These risks, uncertainties, and
other factors include, but are not limited to, the following:
- the risk that the proposed Business Combination may not be
completed in a timely manner or at all;
- the risk that the public market valuation of the combined
company following the consummation of the Business Combination may
differ from the valuation range ascertained by the parties to the
Business Combination and their respective financial advisors;
- the failure to satisfy the conditions to the consummation of
the Business Combination, including receiving the necessary
approvals from the Damon securityholders and the Supreme Court
of British Columbia with respect
to the plan of arrangement;
- the occurrence of any event, change or other circumstance that
could give rise to the termination of the Business
Combination;
- risks that the Business Combination disrupts current plans
of Grafiti and Damon and potential difficulties in their
employee retention as a result thereof;
- the outcome of any legal proceedings that may be instituted
against Damon, or Grafiti related to the Business
Combination;
- failure to realize the anticipated benefits of the Business
Combination;
- the inability to satisfy the initial listing criteria
of Nasdaq or obtain Nasdaq approval of the initial listing of
the combined company on Nasdaq;
- the risk that the price of the securities of the combined
company may be volatile due to a variety of factors, including
changes in the highly competitive industries in which Grafiti
and Damon operate, variations in performance across competitors,
changes in laws, regulations, technologies that may impose
additional costs and compliance burdens on Grafiti and Damon's
operations, global supply chain disruptions and shortages, and
macro-economic and social environments affecting Grafiti and
Damon's business and changes in the combined capital
structure;
- the inability to implement business plans, forecasts, and other
expectations after the completion of the Business Combination, and
identify and realize additional opportunities;
- the risk that Damon has a limited operating history, has not
achieved sufficient sales and production capacity at a
mass-production facility, and Damon and its current and future
collaborators may be unable to successfully develop and market
Damon's motorcycles or solutions, or may experience significant
delays in doing so;
- the risk that the combined company may never achieve or sustain
profitability;
- the risk that Damon and the combined company may be unable to
raise additional capital on acceptable terms to finance its
operations and remain a going concern;
- the risk that the combined company experiences difficulties in
managing its growth and expanding operations;
- any adverse changes in U.S. or Canadian general economic,
business, market, financial, political or legal conditions,
including as a consequence of the ongoing uncertainties relating to
inflation and interest rates;
- any inability to successfully and economically manufacture and
distribute its motorcycles vehicles at scale;
- the reliance on key management and any inability to attract
and/or retain key personnel;
- any inability to raise additional funds to meet its capital
requirements and pursue its growth strategy when and in the amounts
needed; and
- any inability to secure adequate insurance coverage or a
potential increase in insurance costs.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of the
press release or as of the date otherwise specifically indicated
herein. Due to risks and uncertainties, events may differ
materially from current expectations. Damon disclaims any intention
or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or
otherwise, except as required pursuant to applicable securities
law.
All forward-looking statements contained in the press release
are expressly qualified in their entirety by this cautionary
statement.
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SOURCE DAMON Motors Inc.