Damon Motors to go public on NASDAQ by way of RTO of Inpixon

CPE News

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CPE News (10.25.2023) – Damon Motors, Inc. has signed a definitive agreement with Inpixon (NASDAQ: INPX) to complete a reverse take-over merger (RTO) with a proposed spin-off entity of Inpixon, Grafiti Holding Inc.

Grafiti’s assets will consist of Inpixon Ltd., a division of Inpixon’s data analytics and statistical visualization solutions business, based in the United Kingdom, following the contribution of such assets from Inpixon to Grafiti. Grafiti will effect a spinoff of all the outstanding capital stock of Grafiti to the holders of Inpixon’s outstanding capital stock and certain other securityholders as of a record date to be determined.

Damon and 1444842 B.C. Ltd., a newly formed wholly-owned subsidiary of Grafiti, will amalgamate and form a continuing entity, which will be wholly owned by Grafiti. Grafiti will acquire all of the issued and outstanding Damon shares and will issue Grafiti shares to the holders of Damon shares as consideration therefor, after which the legacy Damon shareholders and Grafiti shareholders are expected to hold 81.25% and 18.75%, respectively, of the outstanding Grafiti shares on a fully diluted basis.

All outstanding Damon options and warrants will be exchanged for options and warrants to acquire Grafiti Shares based on the exchange ratio that Damon Shares were exchanged for Grafiti Shares.

The enterprise value of Damon was ascertained by Inpixon’s independent financial advisory firm to be within the range of US $224 million and US $284 million.

Immediately following the execution of the agreement and no later than October 27, 2023, Inpixon will purchase a convertible note from Damon in an aggregate principal amount of US $3 million pursuant to a private placement, for a purchase price of US $3 million.

Damon Motors has raised over CDN $100 million in equity and bridge financing from a broad group of investors. Notable investors include Pallasite Ventures Inc., SOL SOL SOL Global Investments Corp. (CSE: SOL; OTCPK: SOLCF; FSE: 9SB) majority owned (65.06%) House of Lithium Ltd., Round13 Capital, Techstars, Extreme Venture Partners.

SOL Global Investments invested CDN $6 million in Damon in February 2021 and made a further investment in Damon in December 2021 of US $14.25 million prior to SOL contributing its shares in Damon to House of Lithium in November, 2021. SOL said it expects, via House of Lithium, to realize a material return on investment for shareholders.

Vancouver based Damon Motors is an electric motorcycle maker with award-winning electric superbikes, HyperSport and HyperFighter, which offer unparalleled safety, comfort, 4G connectivity and performance with groundbreaking technologies and zero tailpipe emissions.

photo credit: Damon Motors

News Release

Damon Motors, Makers of the Award Winning HyperSport EV Motorcycle, Announces Merger with Inpixon Ltd., and Plans for Nasdaq Listing of Combined Company

Global Reservations for Groundbreaking, High-Performance, Safety Focused Motorcycles Exceeds US$85 Million

VANCOUVER, British Columbia–(BUSINESS WIRE)–Damon Motors, Inc. (“Damon”), makers of the award winning HyperSport electric motorcycle, is pleased to announce it has signed a definitive agreement with Inpixon (NASDAQ: INPX) to complete a reverse merger (the “Business Combination”) with a proposed spin-off entity of Inpixon, Grafiti Holding Inc. (“Grafiti”). Grafiti’s assets will consist of Inpixon Ltd., a division of Inpixon’s data analytics and statistical visualization solutions business (“SAVES”), based in the United Kingdom, following the contribution of such assets from Inpixon to Grafiti. Damon’s HyperSport is expected to be one of the safest, smartest and most powerful motorcycles available in the market. Damon has received more than US$70 million in funding to date and has secured more than US$85 million in pre-production, consumer reservations for its motorcycles. The enterprise value of Damon was ascertained by Inpixon’s independent financial advisory firm to be within the range of US$224 million and US$284 million.

In connection with the Business Combination, Grafiti will effect a spinoff (“Spin-off”) of all the outstanding capital stock of Grafiti (“Grafiti Shares”) to the holders of Inpixon’s outstanding capital stock and certain other securityholders as of a record date to be determined.

Following the Spin-off, Damon will acquire Grafiti by way of a three-cornered amalgamation under a statutory plan of arrangement in British Columbia (the “Plan of Arrangement”), pursuant to which Damon and a newly-formed, wholly-owned subsidiary of Grafiti will amalgamate and form a continuing entity, which will be wholly owned by Grafiti. Pursuant to the amalgamation, Grafiti will acquire all of the issued and outstanding Damon Shares and will issue Grafiti Shares to the holders of Damon Shares as consideration therefor, after which the legacy Damon shareholders and Grafiti shareholders are expected to hold 81.25% and 18.75%, respectively, of the outstanding Grafiti Shares on a fully diluted basis. All outstanding Damon options and warrants will be exchanged for options and warrants to acquire Grafiti Shares based on the exchange ratio that Damon Shares were exchanged for Grafiti Shares.

Upon the completion of the Business Combination, the combined company will be listed on the Nasdaq Capital Market, subject to the approval of an initial listing application. The Business Combination has been approved unanimously by the Board of Directors of both Inpixon and Damon. Joseph Gunnar Bespoke Advisors acted as exclusive M&A advisor to Damon in connection with the Business Combination. Gowling WLG (Canada) LLP acted as Canadian counsel to Damon and Dorsey & Whitney LLP acted as U.S. counsel to Damon.

Founded in 2017, Damon is committed to unleashing the full potential of motorcycling for the world. Its products incorporate cutting-edge technology designed to solve unaddressed safety problems in motorcycling. Combined with its 200 hp / 200 mph / 200 miles of range, Damon motorcycles are at the forefront of electric two-wheelers, holding the potential to displace combustion motorcycles and lead the industry into a safer, more sustainable future.

“You can’t be the future of anything if you’re not better than the past,” said Jay Giraud, founder, and CEO of Damon. “It is necessary for us to target performance metrics as good or better than anything achieved before, otherwise we won’t see masses of people giving up their gas motorbikes for electric ones — people want to trade up in life.”

To prove its performance, Damon’s flagship model, the award-winning HyperSport, was recently track tested and reviewed in Wired Magazine:

“The Damon effectively screams at full acceleration: a high-pitched shriek from the HyperDrive’s electric motor and internal gear set. It sounds like nothing more or less than the future.” – Wired

“We’re thrilled to partner with Damon on their journey and to provide our shareholders an additional opportunity to maximize shareholder value,” said Nadir Ali, CEO of Inpixon. “Damon has achieved some remarkable innovations and generated an impressive level of demand and enthusiasm. We’re excited for Damon and its growing community of future Damon riders.”

DAMON MOTORCYCLES LEADING THE INDUSTRY

With over 160 million motorcycles produced annually, the industry is responsible for the second largest contribution to greenhouse gas emissions in human mobility. In addition, motorcycles produce 16 times more hydrocarbons than passenger cars. To compound matters, a report from Ian Savage at Northwestern University finds today’s motorcycle accidents account for 212 deaths per one billion passenger miles, compared with cars at just seven. The majority of these accidents occur in intersections caused by car drivers, but are also attributed to a lack of evasive action by motorcycle riders. It was these facts combined with his passion for motorcycling that led Mr. Giraud to establish Damon.

To solve the global challenge, Damon recently achieved a significant milestone by developing the world’s first liquid-cooled, high-voltage, monocoque EV powertrain designed to support a wide range of motorcycle models and power sizes that share a majority of common parts, all within a unified platform called HyperDrive™. By using the frame of the battery as the motorcycle’s chassis, HyperDrive also achieves significant weight advantages that help to reduce cost while increasing performance and range.

Beyond supersport bikes, Damon plans to serve the world market with smaller, lower cost models in the future via its signed manufacturing and distribution partnerships, which includes Latin America’s Auteco, producers of one third of LATAM’s motorcycles today, and with Indika IMG who will serve as the distributor for Damon’s line of motorcycles in Indonesia, the third largest market in the world. Together these partners provide access to more than half the world of motorcyclists that Damon plans to serve.

Damon aims to make a global impact to carbon emissions and improve motorcycle safety through its high-volume production and distribution partnerships for its electric motorcycles and its new technology offering, CoPilot™. “Supercharging motorcycling with our AI-enabled, collision warning system means the more you ride a Damon, the safer all Damon riders become over time,” added Giraud.

DAMON: TRANSFORMING ELECTRIC MOTORCYCLES

Damon’s award-winning electric superbikes, including HyperSport and HyperFighter, offer unparalleled safety, comfort, 4G connectivity and performance with groundbreaking technologies and zero tailpipe emissions. Proprietary features include its CoPilot advanced collision warning system, complete with a 7” touchscreen display that streams a rearview from the rear-facing camera; Shift™, which transforms the riding position between sport and commuter modes while in motion; and HyperDrive, its monocoque-constructed battery-chassis which houses Damon’s proprietary 150 kW 6-phase liquid cooled IPM motor-gearbox and proprietary electronics. With HyperDrive at the core, HyperSport and HyperFighter deliver impressive numbers: Over 200 hp and 200 nm of torque, capable of spinning up to 18,000 rpm.

Watch the HyperSport in action and sign up for a Test Ride https://damon.com/ride and follow the company on instagram @damonmotorcycles.

The Spin-off is subject to conditions including the filing of a registration statement for the distributed shares of Grafiti with the U.S. Securities and Exchange Commission (the “SEC”) and the effectiveness of such registration statement. The Business Combination between Grafiti and Damon is also subject to conditions, including approval of the Business Combination by Damon securityholders, obtaining a final order of the Supreme Court of British Columbia in respect of the Plan of Arrangement for purposes of compliance with the exemption from registration provided by Section 3(a)(10) under the Securities Act of 1933, as amended, in connection with the issuance by Grafiti of the merger consideration to Damon securityholders, and approval by Nasdaq to list the shares of the combined company. No assurance can be provided as to the timing of the completion of the Spin-off and the Business Combination or that all conditions to the Spin-off or the Business Combination will be satisfied. Inpixon expects that there will be no public trading market for the shares of Grafiti until or unless the Business Combination is consummated. The shares of Grafiti distributed to Inpixon shareholders in the Spin-off, and issued to Damon securityholders in the Business Combination, will be subject to lock-up restrictions for 180 days after the closing of the Business Combination, 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 Grafiti reaches a certain threshold.

About Damon Motors

Damon Motors is a global technology leader disrupting urban mobility, led by entrepreneurs and executives from world class EV and technology companies. With its offices in San Rafael, California and headquartered in Vancouver, Canada, Damon is on a mission to cause a paradigm shift for safer, smarter motorcycling. The company is delivering on its promise with award-winning innovation and groundbreaking technologies. Anchored by its proprietary electric powertrain, HyperDrive, Damon has captured the attention of the motorcycling world by delivering top speeds of 200 mph, innovative design, and new features, including CoPilot and Shift, that are attracting an entirely new generation of 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 and follow the company on LinkedIn, Instagram, Facebook and Twitter.

About Inpixon

Inpixon® (Nasdaq: INPX) is the innovator of Indoor Intelligence®, delivering actionable insights for people, places and things. Combining the power of mapping, positioning and analytics, Inpixon helps to create smarter, safer, and more secure environments. The company’s Indoor Intelligence and industrial real-time location system (RTLS) technology are leveraged by a multitude of industries to optimize operations, increase productivity, and enhance safety. Inpixon customers can take advantage of industry leading location awareness, analytics, sensor fusion, IIoT and the IoT to create exceptional experiences and to do good with indoor data. For the latest insights, follow Inpixon on LinkedIn, and Twitter, and visit inpixon.com.

Important Information About the Proposed Damon Transaction and Where to Find It

In connection with the Spin-off and the Business Combination (collectively, the “Proposed Damon Transaction”), Grafiti will file with the SEC a registration statement registering Grafiti common shares. Grafiti will also file a preliminary and final non-offering prospectus with the British Columbia Securities Commission. This press release does not contain all the information that should be considered concerning the Proposed Damon Transaction and is not a substitute for any other documents that Inpixon or Grafiti may file with the SEC, or that Damon may send to stockholders in connection with the Business Combination. It is not intended to form the basis of any investment decision or any other decision in respect to the Proposed Damon Transaction. Damon’s stockholders and Inpixon’s stockholders and other interested persons are advised to read, when available, the registration statement and any amendments thereto, and documents incorporated by reference therein, as these materials will contain important information about Inpixon, Grafiti, Damon, the Proposed Damon Transaction.

The registration statement and other documents filed with the SEC will also be available free of charge, at the SEC’s website at www.sec.gov, or by directing a request to: Grafiti Holding Inc., 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303.

No Offer or Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Forward-Looking Statements

This press release contains “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 the Plan of Arrangement to effect the Business Combination, approval by Nasdaq to list the shares of the combined company, the global reservations amount for the pre-production of Damon motorcycles, the proposed markets for the sale of Damon motorcycles, 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, and that the valuation to be ascertained by an independent financial advisor to Damon, if any, in connection with the Business Combination may differ from the valuation ascertained by Inpixon’s independent financial advisor;

  • 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 Inpixon, 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, Grafiti or Inpixon 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;

  • the risk that Damon’s US$85 million of non-binding reservations are canceled, modified, delayed or not placed and that Damon must return the refundable deposits and such reservations are not converted into sales;

  • the risks relating to Damon’s ability to satisfy the conditions and deliver on the orders and reservations, its ability to maintain quality control of its motorcycles, and Damon’s dependence on third parties for supplying components and manufacturing the motorcycles;

  • the risk that other motorcycle manufacturers develop competitive electric motorcycles or other competitive motorcycles that adversely affect Damon’s market position;

  • the risk that Damon’s patent applications may not be approved or may take longer than expected, and Damon may incur substantial costs in enforcing and protecting its intellectual property;

  • the risk that Damon’s estimates of market demand may be inaccurate;

  • 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 ramp-up the production of Damon’s products and meet project milestones and timelines;

  • any inability to successfully and economically manufacture and distribute its motorcycles at scale;

  • any adverse effects of current military conflict between Russia and Ukraine or the Israeli-Hamas War, which continues to affect economic and global financial markets and exacerbate ongoing economic challenges;

  • any unfavorable fluctuations and volatility in the availability or price of raw materials included in components used to manufacture Damon’s products;

  • the reliance on key suppliers and any inability to maintain an uninterrupted supply of raw materials;

  • 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.

Contacts
Damon Motors Media Contact:
Donna Loughlin Michaels, LMGPR
(408) 393-5575
Email: donna@lmgpr.com