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 August 5, 2025

Dom Kwong
Chief Executive Officer
Damon Inc.
4601 Canada Way, Suite #402
Burnaby, British Columbia, Canada, V5G 4X7

 Re: Damon Inc.
 Offering Circular on Form 1-A
 Filed on July 22, 2025
 File No. 024-12643
Dear Dom Kwong:

 We have reviewed your offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments.

Offering Circular on Form 1-A
Forum Selection, page 138

1. We note that your Articles identify the Supreme Court of British
Columbia, Canada as
 the exclusive forum for certain litigation, including any derivative
action, and that you
 will select the United States District Court for the Southern District
of New York once
 you become a registrant under the Securities Act of 1934 or your
securities are
 registered under the Securities Act of 1933. Additionally, we note that
your
 subscription agreement contains a forum selection provision identifying
the Province
 of British Columbia, Canada as the exclusive forum for any action
arising under the
 subscription agreement. Please provide disclosure to clearly disclose:
 both exclusive forum provisions, including the relevant forum for
litigation;
 applicable risk factor disclosure describing any risks or impacts
upon investors of
 the exclusive forum provision, including but not limited to
increased costs to
 bring a claim and that these provisions can discourage claims or
limit investors'
 ability to bring a claim in a judicial forum that they find
favorable;
 enforceability under federal and state law;
 August 5, 2025
Page 2

 whether these provisions apply to claims under the federal
securities laws and
 whether they apply to claims other than in connection with this
offering;
 to the extent the provisions apply to federal securities law
claims, revise the
 disclosure to state that by agreeing to the provision, investors
will not be deemed
 to have waived the company's compliance with the federal securities
laws and the
 rules and regulations thereunder; and
 whether purchasers of interests in a secondary transaction would
be subject to
 these provisions.
Plan of Distribution, page 148

2. You state in your Plan of Distribution that the minimum number of Common
Shares
 an investor may purchase is 100 Common Shares. This appears inconsistent
with
 disclosure elsewhere in your circular that the minimum purchase amount
is 1,000
 Common Shares (i.e. Cover Page, page 11). Please revise for this
inconsistency.
Information Incorporated by Reference, page 152

3. We note you are attempting to incorporate your audited and interim
financial
 statements by reference, which is not permitted under General
Instruction III(a)(1)(B)
 to Form 1-A. Please file your financial statements in accordance with
Part F/S of
 Form 1-A. Additionally, please explain how the company intends to ensure
the Form
 1-A is appropriately updated. In this regard, we note that the
incorporation by
 reference of future filings is not permissible on Form 1-A.
 We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff. We also remind you that, following qualification of
your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports,
including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year
covered by the
report.

 Please contact Sarah Sidwell at 202-551-4733 or Erin Purnell at
202-551-3454 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Michael Shannon
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