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Correspondence 0001213900-24-082606 from Damon Inc. (DMNIF)

Damon Inc.
Date: Sept. 27, 2024 · CIK: 0002000640 · Accession: 0001213900-24-082606

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File numbers found in text: 001-42190

Referenced dates: August 7, 2024

Date
September 27, 2024
Author
/s/ Kevin Friedmann
Form
CORRESP
Company
Damon Inc.

Letter

VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Division of Corporation Finance Office of Technology Attention: Claire DeLabar, Staff Attorney Re: Grafiti Holding Inc. Registration Statement on Form 10 Filed July 25, 2024 File No. 001-42190

Dear Mses. DeLabar and Woo and Messrs. Pattan and Crispino:

On behalf of Grafiti Holding Inc. (the “Company”), we are submitting via EDGAR for review by the staff of the Securities and Exchange Commission (the “Staff”) this response letter to the comment letter received from the Staff, dated August 7, 2024, regarding the Company’s Registration Statement on Form 10 initially filed via EDGAR on July 25, 2024 (the “Registration Statement”).

Please be advised that the Company has determined that it will not enter into the Forward Share Purchase Agreement (“FPA”) and the related Subscription Agreement for Common Shares (“Subscription Agreement”) described in the initial filing of the Registration Statement. Therefore, the references to the FPA and Subscription Agreement in the Registration Statement, along with the related pro forma financial information, have been removed. We have filed Amendment No. 1 to the Registration Statement via EDGAR on September 27, 2024, accordingly.

* * *

Mses. DeLabar and Woo and Messrs. Pattan and Crispino

Securities and Exchange Commission

September 27, 2024

Page 2

If you have any questions or comments about this letter or need any further information, please call the undersigned at (312) 964-7763.

Very Truly Yours
By:
/s/ Kevin Friedmann

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CORRESP
1
filename1.htm

    Norton Rose Fulbright US LLP

    1045 W. Fulton Market, Suite 1200

    Chicago, IL 60607 United States

    Direct line +1 (312) 964-7763

    kevin.friedmann@nortonrosefulbright.com

September 27, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Office of Technology

    Attention:
    Claire DeLabar, Staff Attorney

    Robert Littlepage, Staff Attorney

    Matthew Crispino, Staff Attorney

    Jan Woo, Staff Attorney

    Re:
    Grafiti Holding Inc.

Registration Statement on Form 10

Filed July 25, 2024

File No. 001-42190

Dear Mses. DeLabar and Woo and Messrs. Pattan
and Crispino:

On behalf of Grafiti Holding
Inc. (the “Company”), we are submitting via EDGAR for review by the staff of the Securities and Exchange Commission (the “Staff”)
this response letter to the comment letter received from the Staff, dated August 7, 2024, regarding the Company’s Registration Statement
on Form 10 initially filed via EDGAR on July 25, 2024 (the “Registration Statement”).

Please be advised that the
Company has determined that it will not enter into the Forward Share Purchase Agreement (“FPA”) and the related Subscription
Agreement for Common Shares (“Subscription Agreement”) described in the initial filing of the Registration Statement. Therefore,
the references to the FPA and Subscription Agreement in the Registration Statement, along with the related pro forma financial information,
have been removed. We have filed Amendment No. 1 to the Registration Statement via EDGAR on September 27, 2024, accordingly.

*     *     *

Mses. DeLabar and Woo and Messrs. Pattan and Crispino

Securities and Exchange Commission

September 27, 2024

Page 2

If you have any questions
or comments about this letter or need any further information, please call the undersigned at (312) 964-7763.

    Very Truly Yours

    By:
    /s/ Kevin Friedmann

    Kevin Friedmann

    cc:
    Nadir Ali (Grafiti Holding Inc.)

    Melanie Figueroa (Grafiti Holding Inc.)

    Siyuan An (Norton Rose Fulbright US LLP)