DMN Damon Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 20, 2024

 

DAMON INC.

(Exact name of registrant as specified in its charter)

 

British Columbia		001-42190		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

704 Alexander Street Vancouver. BC		V6A 1E3
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (408) 702-2167

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Shares		DMN		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01. Regulation FD Disclosure

 

On November 20, 2024, Damon Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 relating to the Company’s new opportunities under California’s newly introduced Zero-Emission Motorcycle mandates, which is incorporated herein by reference.

 

The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.

 

We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

  

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Damon Inc. Press Release, dated November 20, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	DAMON, INC.
Date: November 20, 2024	By:	/s/ Bal Bhullar
	Name:	Bal Bhullar
	Title:	Chief Financial Officer

 

Exhibit 99.1

 

Press Release 

 

Damon Inc. Announces New Revenue Opportunity with California’s Zero-Emission Motorcycle (ZEM) Mandates 

 

San Rafael, CA – November 20, 2024 – Damon Inc., (Nasdaq: DMN) (“Damon”), maker of high-tech, high performance motorcycles that are safer, smarter, and cleaner and deliver up to 200 hp, 200 mph, and 200 miles of range, today announced it is poised to capitalize on California’s newly introduced Zero-Emission Motorcycle (ZEM) mandates, creating new revenue stream opportunities that Damon believes will solidify its position as a trailblazer in the motorcycle industry. 

 

Following the success of California’s Zero Emission Vehicle (ZEV) program, which has allowed automotive manufacturers like Tesla to earn carbon credits by producing zero-emission vehicles, the state’s zero emission mandates are now being expanded to the motorcycle industry with the ZEM program. The ZEM program aims to accelerate the transition to clean energy motorcycles by incentivizing manufacturers to exceed emission standards and rewarding those that lead the charge in sustainable innovation.   

 

A New Revenue Stream for Motorcycle Manufacturers 

 

Under the ZEV program, automakers that surpassed emission requirements were able to generate surplus credits, which they could then sell to companies struggling to meet the standards. According to Bloomberg, this allowed early EV adopters like Tesla to generate over $9Bn in revenue from the sale of these credits. Similarly, the ZEM mandates will allow companies like Damon, which produces cutting-edge electric motorcycles, to earn ZEM credits for exceeding regulatory emissions standards. These credits can be sold to other manufacturers, providing Damon with a new revenue stream opportunity while reinforcing the company’s commitment to sustainability. 

 

“Damon has always been at the forefront of EV and motorcycle innovation,” said Jay Giraud, CEO of Damon. “With California’s new ZEM mandates, we’re excited to see the government take a proactive approach in accelerating the adoption of zero-emission motorcycles. The ability to generate and sell ZEM credits will further enhance our growth potential as we work towards our next pre-production milestone.

 

Supporting California’s Climate Goals

 

The ZEM program is designed to support California’s ambitious climate goals by encouraging the widespread adoption of electric motorcycles. With the transportation sector being one of the largest sources of greenhouse gas emissions in the state, reducing emissions from motorcycles is a key component of the state’s efforts to achieve carbon neutrality by 2045. As cars become cleaner, combustion motorcycles begin to contribute a larger percentage of the greenhouse gasses in the state.

 

 

The ZEM mandates provide a financial incentive for manufacturers to invest in clean technology and develop motorcycles that not only meet but exceed the required emissions standards. For companies like Damon, this is a powerful motivator to continue pushing the envelope on EV motorcycle technology, ultimately making zero-emission options more accessible, affordable, and attractive to consumers. 

 

Virtually Pure Profit Potential  

 

The ZEM credits, similar to Tesla’s experience with ZEV credits, represent a near pure-profit opportunity for Damon. As Damon already exceeds emissions standards with its lineup of high-performance electric motorcycles, the incremental cost of earning these credits is minimal, making the sales of these credits a highly profitable revenue opportunity. With California’s expanding focus on clean energy and electric transportation, the financial benefits of the ZEM program are expected to grow significantly in the coming years. 

 

A Vision for the Future of Motorcycling  

 

Damon is committed to shaping the future of motorcycling by creating the most advanced electric motorcycles on the market today. With the addition of ZEM credits to its revenue model, Damon is well-positioned to accelerate its growth and expand its presence in the rapidly evolving EV landscape. 

 

“The ZEM mandates are a win for everyone—consumers, manufacturers, and the planet,” said Giraud. “By incentivizing companies like Damon to innovate and produce more zero-emission motorcycles, California is fostering an environment where electric mobility can thrive, and where sustainability is not only achievable, but profitable.” 

 

About Damon

 

Damon is on a mission to cause a paradigm shift for safer, smarter motorcycling. With its development offices in San Rafael, California, Damon is led by entrepreneurs and executives from world-class EV and technology companies. Anchored by the groundbreaking HyperDrive™ electric powertrain, all Damon motorcycles are set to deliver power and range that exceeds that of gas without the noise, emissions, or maintenance hassles. Damon has captured the attention of the motorcycling world cutting edge designs and innovative safety technologies including CoPilot™ and Shift™, which are attracting a new generation of motorcycle riders. With strong consumer interest in the US and abroad, Damon aims to set the standard for motorcycle safety and sustainability worldwide. For more information , please visit damon.com.

 

Contact Information:

 

Investor Relations Contact

 

HaydenIR

 

James Carbonara

 

646.755.7412

 

James@haydenir.com

 

 

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 current expectations and projections of Damon Inc. (“Damon”) 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 expected performance level of Damon motorcycles, the estimated demand of Damon motorcycles, and the potential safety ratings of Damon motorcycles.

 

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, and general market conditions.

 

Many risks, uncertainties, and other factors could cause the actual results of 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:

 

●

Damon’s ability to earn significant revenue from the sale of surplus credits under California’s ZEM program or otherwise realize financial benefits from the program;

 

●

the risk that the price of common shares of Damon may be volatile due to a variety of factors, including changes in the highly competitive industries in which Damon operates, variations in performance across competitors, changes in laws, regulations, technologies that may impose additional costs and compliance burdens on Damon’s operations, global supply chain disruptions and shortages, and macro-economic and social environments affecting Damon’s businesses;

 

●

the inability to implement Damon’s business plans, forecasts, and other expectations, or identify and realize additional opportunities;

 

●

the risk that Damon 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 Damon may never achieve or sustain profitability;

 

●

the risk that Damon may be unable to raise additional capital on acceptable terms to finance its operations and remain a going concern;

 

 

●

the risk that Damon 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 Damon’s motorcycles at scale;

 

●

the reliance on key management, including Damon’s Chief Executive Officer, Jay Giraud, 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. 

 

Additional information about Damon Inc., and the foregoing risks and uncertainties, can be found in our filings with the U.S. Securities and Exchange Commission, including our Form 10 and Form S-1 registration statements and subsequent filings, at www.sec.gov, and our filings with the British Columbia Securities Commission, including our non-offering prospectus filed following our completed business combination with Damon Motors Inc. and subsequent filings, at www.sedarplus.ca.

 

 

4

 

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Cover	Nov. 20, 2024
Cover [Abstract]
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Entity Registrant Name	DAMON INC.
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Entity Tax Identification Number	00-0000000
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Entity Address, Address Line One	704 Alexander Street
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
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Title of 12(b) Security	Common Shares
Trading Symbol	DMN
Security Exchange Name	NASDAQ
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Elected Not To Use the Extended Transition Period	false

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