SecProbe.io

CORRESP
 1
 filename1.htm

 September 12, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Sarah Sidwell

 Erin Purnell

 Re:
 Damon Inc.

 Amendment No. 2 to Offering Statement on Form 1-A

 File No. 024-12643

 Dear Ms. Sidwell and Ms. Purnell,

 Damon Inc., a British Columbia, Canada corporation,
hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Offering Statement to
become qualified at 4:15 p.m. Eastern Time on September 16, 2025, or as soon thereafter as possible.

 Should you have any questions or require any additional
information with respect to this filing, please contact Michael Shannon at (604) 893-7638. Thank you for your assistance and cooperation.

 Very truly yours,

 DAMON INC.

 By:
 /s/ Baljinder Bhullar

 Name:
 Baljinder Bhullar

 Title:
 Chief Financial Officer

 4601 Canada Way, Suite #402, Burnaby, BC V5G 4X7
Office: 236-326-3619

CORRESP
 1
 filename1.htm

 Reply to the Attention of:

 Michael Shannon

 Direct Line:

 604.893.7638

 Email Address:

 michael.shannon@mcmillan.ca

 Our File No.:

 1022049-318311

 Date:

 September 9, 2025

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549

 Attention: Division of Corporation Finance

 Dear Sirs/Mesdames:

 Re: Damon Inc.
Amendment No. 1 to Offering Circular on Form 1-A
Filed on August 26, 2025
File No. 024-12643
 Response Letter to SEC Comments on September 5, 2025

 We are counsel for and write
on behalf of Damon Inc. (the " Company ") in response to the Staff's letter of September 5, 2025 (the " Comment
Letter ") from the Division of Corporation Finance, Office of Manufacturing, of the United States Securities and Exchange Commission
(the " Commission ") with respect to the Company's Amendment No. 1 to Offering Circular on Form 1-A filed on August
26, 2025.

 On behalf of the Company,
we provide below the Company's response to the comment made in the Comment Letter. We confirm that the factual information provided
herein relating to the Company has been made available to us by the Company.

 Commission Comment:

 Amendment No. 1 to Form 1-A

 General

 1, We note your response to prior comment 1 and reissue in part. Please revise your risk factor and other
disclosure to also discuss the forums selection provision found in your subscription agreement.

 McMillan LLP |
Royal Centre, 1055 W. Georgia St., Suite 1500, Vancouver, BC, Canada V6E 4N7 |
t 604.689.9111 | f 604.685.7084

 Lawyers |
Patent & Trademark Agents | Avocats |
Agents de brevets et de marques de commerce

 Vancouver | Calgary | Toronto | Ottawa | Montréal | mcmillan.ca

 September 9, 2025
Page 2

 Company Response :

 We confirm, on behalf of
the Company, that the Company has added the following paragraph to its risk factor on page 19 and to the section on "Forum Selection"
under the Description of Securities on page 138 to discuss the forums selection provision found in the Company's subscription agreement:

 "The subscription agreement that each investor
in this Offering must complete contains a forum selection provision that any action, proceeding or claim against either party thereto
arising out of or based upon the subscription agreement shall be brought and enforced in the courts of the United States District Court
for the Southern District of New York located in the Borough of Manhattan, or if the United States District Court for the Southern District
of New York located in the Borough of Manhattan lacks subject matter jurisdiction, the state courts in New York County, New York, and
the parties irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive. The parties thereby waive, and agree not to
asset, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally
to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action
or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the subscription
agreement or the subject matter thereof may not be enforced in or by such court."

 Commission Comment:

 Cover Page

 2. Please revise your cover page to disclose the maximum offering amount for all of the shares you are seeking
to qualify, including the aggregate value of the bonus shares. Please refer to note to paragraph (a) of Rule 251 of Regulation A.

 Company Response :

 We confirm, on behalf of
the Company, that the Company has revised the disclosure on the cover page to disclose the maximum offering amount for all of the shares
the Company is seeking to qualify, including the aggregate value of the bonus share, and which also includes the investor processing fee,
being a total of $73,200,000.

 Commission Comment:

 3. Please revise your table on the cover page to include all of the securities offered by the company, including
the bonus units and the value of the securities purchased in the offering.

 September 9, 2025
Page 3

 Company Response:

 We confirm, on behalf of
the Company, that the Company has revised the table on the cover page to include all of the securities offered by the Company, including
the bonus units and the value of the securities purchased in the offering as follows:

 Price to Public (Offering)
 Underwriting Discount and Commissions (1)
 Proceeds to Company before Expenses (2)

 Price per Unit
 $ 0.10
 $ 0.0045
 $ 0.0955

 Bonus Units
 -
 -
 -

 Investor Processing Fee:
 $ 0.002 (3)

 $ 600,000

 Price Per Unit Plus Investor Processing Fee:
 $ 0.102

 Total Maximum (with Investor Processing Fees):
 $ 30,600,000
 $ 1,850,500 ​ (1) (4)
 $ 28,749,500

 Total Maximum Including Value of Bonus Shares, Shares underlying Warrants, Shares underlying Bonus Warrants and Investor Processing Fee
 73,200,000 ​ (5)
 1,850,500
 ​ (5)
 71,349,500 ​ (5)

 In addition, we confirm,
on behalf of the Company, that the Company has added the following footnote (5) to the table on the cover page:

 "(5)

 While the Company will not receive any additional consideration for the Bonus Shares or Bonus Warrants issued as part of this Offering (the Bonus Units actually act as a discount to the effective price per Unit as explained in more detail in the section titled " Plan of Distribution "), pursuant to Rule 251(a) the total value of the Offering, as reflected here and in Part I of the Offering Statement of which this Offering Circular is part, is approximately $73,200,000 composed of approximately $28,749,500 in actual proceeds to the Company from investors (which includes the Investor Processing Fee), approximately 1,850,500 for the maximum amount the Company would have to pay to the Broker in case of a fully subscribed offering (which includes the Investor Processing Fee), the value of the Bonus Shares of approximately $3,000,000, the value of the Shares underlying Warrants of approximately $36,000,000, the value of the Shares underlying the Bonus Warrants of approximately $3,600,000. This full amount of approximately $73,200,000 is the total amount the Company is offering towards its annual $75 million offering cap under Rule 251(a)(2)."

 Commission Comment:

 Part I

 Item 4. Summary Information
Regarding the Offering and Other Current or Proposed Offerings, page I-4

 4. Please revise the amounts entered into Part I, Item 4 to reflect the aggregate amount of shares you are
seeking to qualify, including the bonus shares and common shares underlying the units.

 September 9, 2025
Page 4

 Company Response:

 We confirm, on behalf of
the Company, that the Company has revised the amount entered into Part I, Item 4 to reflect the aggregate amount of shares that the Company
is seeking to qualify, including the bonus shares and common shares underlying the units, which is 660,000,000 shares having an aggregate
offering price attributable to the securities being offered of $72,600,000, which does not include the investor processing fee.

 On behalf of the Company we
sincerely hope and trust that the foregoing is satisfactory in this matter and responsive to the Commission's Comment Letter, which
the Company has found helpful; however, should the Commission have any further comments or questions arising from the same please do not
hesitate to contact the writer (at (604) 893-7638 or email: michael.shannon@mcmillan.ca)
at any time.

 Yours very truly,

 /s/ Michael Shannon

 Michael Shannon*

 for McMillan LLP

 Enclosure

 cc:
The Company; Attention: Dom Kwong

 *Law Corporation

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 5, 2025

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

 Re: Damon Inc.
 Amendment No. 1 to Offering Circular on Form 1-A
 Filed on August 26, 2025
 File No. 024-12643
Dear Dom Kwong:

 We have reviewed your amended 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. Unless we
note
otherwise, any references to prior comments are to comments in our August 5,
2025 letter.

Amendment No. 1 to Form 1-A
General

1. We note your response to prior comment 1 and reissue in part. Please
revise your risk
 factor and other disclosure to also discuss the forums selection
provision found in
 your subscription agreement.
Cover Page

2. Please revise your cover page to disclose the maximum offering amount
for all of the
 shares you are seeking to qualify, including the aggregate value of the
bonus shares.
 Please refer to note to paragraph (a) of Rule 251 of Regulation A.
 September 5, 2025
Page 2
3. Please revise your table on the cover page to include all of the
securities offered by
 the company, including the bonus units and the value of the securities
purchased in
 the offering.
Part I
Item 4. Summary Information Regarding the Offering and Other Current or
Proposed
Offerings, page I-4

4. Please revise the amounts entered into Part I, Item 4 to reflect the
aggregate amount of
 shares you are seeking to qualify, including the bonus shares and common
shares
 underlying the units.

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

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Michael Shannon
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Reply to the Attention of:
 Michael Shannon

 Direct Line:
 604.893.7638

 Email Address:
 michael.shannon@mcmillan.ca

 Our File No.:
 1022049-318311

 Date:
 August 26, 2025

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549

 Attention: Division of Corporation Finance

 Dear Sirs/Mesdames:

 Re: Damon Inc.
Offering Circular on Form 1-A
Filed on July 22, 2025
File No. 024-12643
 Response Letter to SEC Comments on August 5, 2025

 We are counsel for and write
on behalf of Damon Inc. (the " Company ") in response to the Staff's letter of August 5, 2025 (the " Comment
Letter ") from the Division of Corporation Finance, Office of Manufacturing, of the United States Securities and Exchange Commission
(the " Commission ") with respect to the Company's Offering Circular on Form 1-A filed on July 22, 2025 (the " Form
1-A ")

 On behalf of the Company,
we provide below the Company's response to the comment made in the Comment Letter. We confirm that the factual information provided
herein relating to the Company has been made available to us by the Company.

 Commission Comment:

 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;

 McMillan LLP |
Royal Centre, 1055 W. Georgia St., Suite 1500, Vancouver, BC, Canada V6E 4N7 |
t 604.689.9111 | f 604.685.7084

 Lawyers |
Patent & Trademark Agents | Avocats |
Agents de brevets et de marques de commerce

 Vancouver | Calgary | Toronto | Ottawa | Montréal | mcmillan.ca

 August 26, 2025 Page 2

 ● 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;

 ● 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.

 Company Response :

 We confirm, on behalf of
the Company, that the Company has added the following risk factor on page 19 as follows:

 " Our
Articles designate the Supreme Court of British Columbia, Canada and the appellate Courts therefrom as the exclusive forum for certain
types of actions and proceedings that may be initiated by our shareholders, which would limit such shareholders ability to choose the
judicial forum for disputes with us or our directors, officers or other employees.

 Our Articles provide that unless the Company consents
in writing to the selection of an alternative forum, the Supreme Court of British Columbia, Canada and the appellate Courts therefrom,
shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on
behalf of the Company; (ii) any action or proceeding asserting a claim of breach of fiduciary duty owed by any director, officer, or other
employee of the Company to the Company; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Business
Corporations Act or the Articles (as either may be amended from time to time); or (iv) any action or proceeding asserting a claim
otherwise related to the relationships among the Company, its affiliates and their respective shareholders, directors and/or officers,
but this clause (iv) does not include claims related to the business carried on by the Company or such affiliates. The forum selection
provision also provides that the Company's securityholders are deemed to have consented to personal jurisdiction in the Province
of British Columbia and to service of process on their counsel in any foreign action initiated in violation of the Articles.

 However, since the Company is a registrant under
the Exchange Act, the above provision of our Articles shall not apply to any causes of action arising under the Securities Act or the
Exchange Act. Unless the Company consents in writing to the selection of an alternative forum, the United States District Court of the
Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction
over a particular dispute, the state courts in New York County, New York) shall be the sole and exclusive forum for resolving any complaint
filed in the United States asserting a cause of action arising under the Securities Act and the Exchange Act.

 August 26, 2025 Page 3

 Any person or entity purchasing
or otherwise acquiring any interest in our Common Shares is deemed to have received notice of and consented to the foregoing provisions.
Although we believe this choice of forum provision benefits us by providing increased consistency in the application of British Columbia
law in the types of lawsuits to which it applies, and U.S. federal securities law as interpreted by the United States District Court of
the Southern District of New York or the state courts in New York County, New York with respect to any complaint filed in the United States
asserting a cause of action arising under the Securities Act and the Exchange Act, the provision of which may have the effect of discouraging
lawsuits against us and our directors and officers, 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 may find favorable. The enforceability
of similar choice of forum provisions in other companies' Articles or similar governing documents has been challenged in legal proceedings
and it is possible that in connection with any action a court could find the choice of forum provisions contained in our Articles to be
inapplicable or unenforceable in such action. If a court were to find this choice of forum provision inapplicable to, or unenforceable
in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such
matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations."

 In addition, we confirm,
on behalf of the Company, that the Company has revised its disclosure under "Forum Selection" on page 138 to provide as follows
to address the Commission comment:

 " Forum
Selection

 The Articles include a forum selection provision
that provides that, unless the Company consents in writing to the selection of an alternative forum, the British Columbia Supreme Court
and appellate Courts therefrom will be the sole and exclusive forum for (i) any derivative action or proceeding brought on the Company's
behalf; (ii) any action or proceeding asserting a breach of fiduciary duty owed by any of the Company's directors, officers or other
employees to the Company; (iii) any action or proceeding asserting a claim arising pursuant to any provision of BCBCA or the Articles;
or (iv) any action or proceeding asserting a claim otherwise related to the "affairs" (as defined in the BCBCA) of the Company.
The forum selection provision also provides that the Company's securityholders are deemed to have consented to personal jurisdiction
in the Province of British Columbia and to service of process on their counsel in any foreign action initiated in violation of the Articles.

 However, since the Company is a registrant under
the Exchange Act, the above provision of our Articles shall not apply to any causes of action arising under the Securities Act or the
Exchange Act. Unless the Company consents in writing to the selection of an alternative forum, the United States District Court of the
Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction
over a particular dispute, the state courts in New York County, New York) shall be the sole and exclusive forum for resolving any complaint
filed in the United States asserting a cause of action arising under the Securities Act and the Exchange Act.

 Any person or entity purchasing or otherwise acquiring
any interest in our Common Shares is deemed to have received notice of and consented to the foregoing provisions, however, the investor
will not be deemed to have waived the Company's compliance with the federal securities laws and the rules and regulations thereunder.
Although we believe this choice of forum provision benefits us by providing increased consistency in the application of British Columbia
law in the types of lawsuits to which it applies, and U.S. federal securities law as interpreted by the United States District Court of
the Southern District of New York or the state courts in New York County, New York with respect to any complaint filed in the United States
asserting a cause of action arising under the Securities Act and the Exchange Act, the provision of which may have the effect of discouraging
lawsuits against us and our directors and officers, 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 may find favorable.

 August 26, 2025 Page 4

 To the extent that any such claim may be based
upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty
or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act created
concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder.

 The enforceability of similar choice of forum
provisions in other companies' Articles or similar governing documents has been challenged in legal proceedings and it is possible that
in connection with any action a court could find the choice of forum provisions contained in our Articles to be inapplicable or unenforceable
in such action.

 To the fullest extent permitted
by law, the forum selection provision applies to claims arising under U.S. federal securities laws. In addition, investors cannot waive
compliance with U.S. federal securities laws and the rules and regulations thereunder. Purchasers of interests in a secondary transaction
will be subject to the Company's forum selection provisions as set forth in our Articles."

 Furthermore, we confirm,
on behalf of the Company that the Company has changed the governing law for the subscription agreement as well as the form of Warrant
Agency Agreement and the form of Warrant Certificate to the laws of the State of New York and that any action, proceeding or claim arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the United States District Court for the
Southern District of New York located in the Borough of Manhattan, or if the United States District Court for the Southern District of
New York located in the Borough of Manhattan lacks subject matter jurisdiction, the state courts in New York County, New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive.

 Commission Comment:

 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.

 Company Response :

 We confirm, on behalf of
the Company, that the Company has revised the disclosure under the Plan of Distribution on page 150 and elsewhere to provide that the
minimum number of Units that a prospective investor may purchase is 10,000 Units for a subscription price of $1,000.00.

 August 26, 2025 Page 5

 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.

 Company Response :

 We confirm, on behalf of
the Company, that the Company is filing its audited and interim financial statements in accordance with Part F/S of Form 1-A. In addition,
we confirm, on behalf of the Company, that the Company will file supplements to the Offering Circular under Rule 253(g) to ensure the
Form 1-A is appropriately updated.

 On behalf of the Company we
sincerely hope and trust that the foregoing is satisfactory in this matter and responsive to the Commission's Comment Letter, which
the Company has found helpful; however, should the Commission have any further comments or questions arising from the same please do not
hesitate to contact the writer (at (604) 893-7638 or email: michael.shannon@mcmillan.ca) at any time.

 Yours very truly,

 /s/ Michael Shannon

 Michael Shannon*

 for McMillan LLP

 Enclosure

 cc: The Company; Attention: Dom Kwong

 * Law Corporation

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 18, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-1004

 Office of Manufacturing

 Re:
 Damon Inc.
Acceleration Request for Registration Statement on Form S-1

 File No. 333-285872

 Ladies and Gentlemen:

 As the underwriter of the
proposed offering of Damon Inc. (the "Company"), we hereby join the Company's
request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 9:00 a.m., Eastern Time, on Thursday,
March 20, 2025, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to
advise you that, through March 19, 2025, we distributed to each dealer, who is reasonably anticipated to be invited to participate in
the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus dated March 17,
2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advise that
they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Maxim Group LLC

 By:
 /s/ Ritesh Veera

 Name:
 Ritesh Veera

 Title:
 Co-Head of Investment Banking

CORRESP
 1
 filename1.htm

 Damon Inc.

 704 Alexander Street,

 Vancouver, British Columbia, Canada
V6A 1E3

 March 18, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Office of Manufacturing

 Re: Damon Inc. Acceleration Request for Registration Statement on Form S-1
 File No. 333-285872

 Ladies and Gentlemen:

 Damon Inc. (the "Company")
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective at 9:00
a.m. ET on March 20, 2025, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

 Once the Registration Statement
has been declared effective, please contact our counsel, Kevin Friedmann of Norton Rose Fulbright US LLP, at (312) 964 7763 to orally
confirm that event or if you have any questions or require additional information regarding this matter.

 Very Truly Yours

 Damon Inc.

 By:
 /s/ Dominique Kwong

 Name:
 Title:
 Dominique Kwong Interim Chief Executive Officer

 cc: Kevin Friedmann (Norton Rose Fulbright US LLP)

 Siyuan An (Norton Rose
Fulbright US LLP)

March 5, 2025
Dominique Kwong
Chief Executive Officer
Damon Inc.
704 Alexander Street
Vancouver, British Columbia V6A 1E3
Re:Damon Inc.
Draft Registration Statement on Form S-1
Submitted February 28, 2025
CIK No. 0002000640
Dear Dominique Kwong:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding
requests for acceleration. 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.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Damon Inc.

704 Alexander Street,

Vancouver, British Columbia, Canada

V6A 1E3

February 5, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Office of Technology

    Attention:
    Mr. Matthew Crispino and Ms. Jan Woo

    Re:

    Damon Inc.

    Acceleration Request for Registration Statement on Form S-1

    File No. 333-284324

Ladies and Gentlemen:

Damon Inc. (the “Company”)
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective at 4:00
p.m. on February 6, 2025, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

Once the Registration Statement
has been declared effective, please contact our counsel, Kevin Friedmann of Norton Rose Fulbright US LLP, at (312) 964 7763 to orally
confirm that event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

    Very Truly Yours

    Damon Inc.

    By:
    /s/ Dominique Kwong

    Name:
    Dominique Kwong

    Title:
    Interim Chief Executive Officer

 cc: Kevin Friedmann (Norton Rose Fulbright US LLP)

    Siyuan An (Norton Rose
Fulbright US LLP)

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    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

    Tel  +1 312 964 7800

    Fax  +1 713 651 5246

    nortonrosefulbright.com

January 31, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Office of Technology

Attention: Mr. Matthew Crispino and Ms. Jan Woo

 Re: Damon Inc.

    Registration Statement on Form S-1

    Filed January 16, 2025

    File No. 333-284324

    SEC Comment Letter dated January 22, 2025

Ladies and Gentlemen:

On behalf of Damon Inc. (the
“Company”), we are submitting via EDGAR for review by the Securities and Exchange Commission (the “Commission”)
this response letter and the accompanying Amendment No. 1 (including certain exhibits) (“Amendment No. 1”) to the Company’s
above-referenced Registration Statement on Form S-1 (the “Registration Statement”). This letter and Amendment No. 1 reflect
the Company’s respectful acknowledgement and response to the comment received from the staff of the Commission (the “Staff”)
contained in the Staff’s letter dated January 22, 2025 (the “Comment Letter”), and certain other updated information.
For your convenience, the Company is providing to the Staff a supplemental typeset copy of Amendment No. 1 marked to indicate the changes
from the Registration Statement that was filed on January 16, 2025.

The Staff’s comment
as reflected in the Comment Letter is reproduced in italics in this letter, and the Company’s response is shown below the comment.

Registration Statement on Form S-1

General

 1. In a PIPE transaction, a registered resale of securities is permitted where the investor is irrevocably
bound to purchase a set number of securities for a set purchase price that is not based on a market price or a fluctuating ratio. In addition,
there can be no conditions that an investor can cause not to be satisfied, including conditions related to market price of the securities.
Further, the closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the
resale registration statement. Please provide us with your analysis regarding your eligibility to register the resale of the common stock
that may be issued pursuant to the Share Purchase Agreement with Streeterville Capital LLC. In your analysis, please consider the guidance
set forth in Securities Act Sections Compliance and Disclosure Interpretations Questions 134.01 and 139.11.

Response: As discussed with the Staff,
the Company believes it is eligible to register on Form S-1 the resale of the common shares that may be issued pursuant to the Securities
Purchase Agreement (the “SPA”), dated December 20, 2024, between the Company and Streeterville Capital LLC (“Streeterville”),
in reliance upon the guidance set forth in Securities Act Compliance and Disclosure Interpretation (C&DI) Question 139.13 applicable
to equity line financings, due to the Company’s right to require pre-paid purchases by Streeterville and the market-based pricing
component of the facility. The Company’s analysis under C&DI Question 139.13 follows.

    Mr. Matthew Crispino and Ms. Jan Woo

    Securities and Exchange Commission

    January 31, 2025

    Page 2

 ● The company and the investor have entered into a binding agreement with respect to the private equity
line financing at the time the registration statement is filed.

The Company and Streeterville
executed the SPA on December 20, 2024. Under the SPA, the Company has the right to require Streeterville to make pre-paid purchases up
to $10,000,000, subject to certain contingencies. Concurrently with the execution of the SPA, Streeterville made an initial pre-paid purchase
under the SPA in the amount of $2,000,000, creating an initial principal balance of $2,140,000, and on January 28, 2025, Streeterville
made an additional pre-paid purchase under the SPA in the amount of $600,000, creating an additional pre-paid balance of $642,000, for
an aggregate pre-paid purchase balance under the SPA of $2,782,000 as of the date of filing Amendment No. 1 to the Registration Statement.
The Company and Streeterville are bound by each of their respective obligations under the SPA.

 ● The “resale” registration statement is on a form that the company is eligible to use for
a primary offering.

The Company is eligible
to use Form S-1 for a primary offering in accordance with General Instruction I of Form S-1.

 ● There is an existing market for the securities, as evidenced by trading on a national securities exchange
or alternative trading system, which is a registered broker-dealer and has an active Form ATS on file with the Commission.

The Company’s
common shares are listed and trade on The Nasdaq Global Market.

 ● The equity line investor is identified in the prospectus as an underwriter, as well as a selling shareholder.

The Company has amended
the Registration Statement to identify Streeterville as an underwriter, as well as a selling shareholder, in its disclosures throughout
the Registration Statement.

    Mr. Matthew Crispino and Ms. Jan Woo

    Securities and Exchange Commission

    January 31, 2025

    Page 3

In addition, in accordance with C&DI Question
139.13, the Company believes that it may file the Registration Statement prior to the issuance of common shares by the Company under the
SPA notwithstanding the contingencies attached to the investor’s obligation to purchase shares from the Company, because the above
conditions are satisfied and the following terms of the investment have been agreed upon by both parties and disclosed by the Company
at the time that the Registration Statement is filed:

 ● the number of shares registered for resale;

The number of
shares registered for resale has been agreed upon pursuant to the SPA and the Registration Rights Agreement, dated December 20, 2024,
between the Company and Streeterville, as disclosed in the Registration Statement.

 ● the maximum principal amount available under the equity line agreement;

The
maximum “Commitment Amount” of $10,000,000 is set forth in the SPA, as disclosed in the Registration Statement.

 ● The term of the agreement; and

The
SPA specifies a “Commitment Period” of the earlier of two years from December 20, 2024 or sale of the entire Commitment Amount,
as disclosed in the Registration Statement.

 ● the full discounted price (or formula for determining it) at which the
investor will receive the shares.

The formula for
determining the full discounted price at which Streeterville will receive the shares is set forth in the definition of “Purchase
Share Purchase Price” in the SPA, as disclosed in the Registration Statement.

For the reasons described above, the Company believes
it is eligible to use Form S-1 to register the resale by Streeterville of the common shares issuable pursuant to the SPA, because the
SPA should be analyzed as an equity line in accordance with the above referenced SEC guidance.

* * *

    Mr. Matthew Crispino and Ms. Jan Woo

    Securities and Exchange Commission

    January 31, 2025

    Page 4

We hope that the foregoing has been helpful to
the Staff’s understanding of the Company’s disclosure and that the disclosure modifications in Amendment No. 1 to the Registration
Statement are satisfactory to the Staff. 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: Dominique Kwong (Damon Inc.)

    Siyuan An (Norton Rose
Fulbright US LLP)

Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

Norton Rose Fulbright US LLP, Norton
Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate
legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate
the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information,
are available at nortonrosefulbright.com.

January 22, 2025
Dominique Kwong
Interim Chief Executive Officer and Director
Damon Inc.
704 Alexander Street
Vancouver, British Columbia V6A 1E3
Re:Damon Inc.
Registration Statement on Form S-1
Filed January 16, 2025
File No. 333-284324
Dear Dominique Kwong:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration 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 registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.In a PIPE transaction, a registered resale of securities is permitted where the
investor is irrevocably bound to purchase a set number of securities for a set purchase
price that is not based on a market price or a fluctuating ratio. In addition, there can be
no conditions that an investor can cause not to be satisfied, including conditions
related to market price of the securities. Further, the closing of the private placement
of the unissued securities must occur within a short time after the effectiveness of the
resale registration statement. Please provide us with your analysis regarding your
eligibility to register the resale of the common stock that may be issued pursuant to
the Share Purchase Agreement with Streeterville Capital LLC. In your analysis, please
consider the guidance set forth in Securities Act Sections Compliance and Disclosure
Interpretations Questions 134.01 and 139.11.

January 22, 2025
Page 2
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Kevin Friedmann

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Grafiti Holding Inc.

268 Bath Road

Slough, United Kingdom 4DXUK

November 7, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    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 S-1

File No. 333-282359

Ladies and Gentlemen:

Grafiti Holding Inc.
(the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so
that it may become effective at 4:00 p.m. ET on November 8, 2024, or as soon as practicable thereafter, unless the Company notifies
you otherwise prior to such time.

Once the Registration Statement
has been declared effective, please contact our counsel, Kevin Friedmann of Norton Rose Fulbright US LLP, at (312) 964 7763 to orally
confirm that event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

    Very Truly Yours

    Grafiti Holding Inc.

    By:
    /s/ Nadir Ali

    Name:
    Nadir Ali

    Title:
    Chief Executive Officer

 cc: Kevin Friedmann (Norton Rose Fulbright US LLP)

Siyuan An (Norton Rose
Fulbright US LLP)

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Grafiti Holding Inc.

268 Bath Road

Slough, United Kingdom 4DXUK

November 7, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Jan Woo, Staff Attorney

    Matthew Crispino, Staff Attorney

    Re:

    Grafiti Holding Inc.

    Registration Statement on Form 10-12B

    File No. 001-42190

Ladies and Gentlemen:

Grafiti Holding Inc.
(the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so
that it may become effective at 4:00 p.m. ET on November 8, 2024, or as soon as practicable thereafter, unless the Company notifies
you otherwise prior to such time.

Once the Registration Statement
has been declared effective, please contact our counsel, Kevin Friedmann of Norton Rose Fulbright US LLP, at (312) 964 7763 to orally
confirm that event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

  Very Truly Yours

  Grafiti Holding Inc.

  By:
  /s/ Nadir Ali

  Name:
  Nadir Ali

  Title:
  Chief Executive Officer

  cc:
  Kevin Friedmann (Norton Rose Fulbright US LLP)

  Siyuan An (Norton Rose
Fulbright US LLP)

CORRESP
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    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

October 31, 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 S-1

    Filed September 27, 2024

    File No. 333-282359

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 and the accompanying Amendment No. 1 (“Amendment No. 1”) to the Company’s
Registration Statement on Form S-1 initially filed via EDGAR on September 27, 2024 (the “Registration Statement”). This letter
and Amendment No. 1 reflect the Company’s acknowledgement and response to the comments received from the Staff contained in the
Staff’s letter dated October 24, 2024 (the “Comment Letter”). For your convenience, the Company is providing to the
Staff a supplemental typeset copy of Amendment No. 1 marked to indicate the changes form the Registration Statement that was filed on
September 27, 2024.

The Staff’s comments
in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the Company are shown below each comment.
All references to page numbers in the Company’s responses are to the page numbers in Amendment No. 1.

Registration Statement on Form S-1

Plan of Distribution, page 76

    1.
    Please disclose whether
    your common stock has a history of trading in private transactions. If so, disclose the extent of the coordination between your Advisor
    and Nasdaq about the sales prices in recent private transactions, including high and low sales prices. To the extent material, add
    a risk factor to address the risk that the opening trading price may not be related to historical sales prices.

Response: The Company’s common shares
have no history of trading in private transactions. The Company has updated its disclosure accordingly, as requested. Please see the
additional disclosure on page 77.

Mses. DeLabar and Woo and Messrs. Pattan and Crispino

Securities and Exchange Commission

October 31, 2024

Page 2

    2.
    Please disclose the
    process of the price validation test, including the methodology and process that Maxim will use to select price bands for purposes
    of applying the price validation test.

Response: The Company has disclosed in
Amendment No. 1 the process of the price validation test, including the methodology and process that Maxim will use to select price bands
for purposes of applying the price validation test, as requested. Please see the additional disclosure on page 77.

    3.
    We note that Maxim Group
    will serve as the company’s financial advisor in connection with the direct offering on Nasdaq. Please tell us whether Maxim
    is considered independent under Nasdaq’s listing standards for direct listings. Please tell us whether Maxim provided any investing
    banking services to the company within the 12 months preceding the valuation or has engaged in investment banking services to the
    company in connection with the proposed listing, any related financings or other related transactions.

Response: The Company acknowledges the
Staff’s comment and respectfully advises that Maxim is considered independent under Nasdaq’s listing standards for direct
listings. Neither Maxim nor any affiliated entity has provided any investment banking services to the Company within the past 12 months or has engaged in investment banking services to the Company in connection with the proposed listing, any related
financings or other related transactions.

Signatures, page II-6

    4.
    We note that Nadir Ali
    has signed the registration statement on behalf of the registrant. Please revise the Signatures section to also include Mr. Ali's
    signature in his capacity as the registrant’s chief executive officer and director. Refer to the Instructions to Signatures
    in Form S-1.

Response: The Company acknowledges the
Staff’s comment and has revised the Signatures section to also include Mr. Ali’s signature in his capacity as the registrant’s
chief executive officer and director. Please see the revised Signatures section on page II-6.

*     *     *

We hope that the foregoing has been helpful to
the Staff’s understanding of the Company’s disclosure and that the disclosure modifications in Amendment No. 1 are satisfactory
to the Staff. 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)

October 24, 2024
Nadir Ali
Chief Executive Officer
Grafiti Holding Inc.
268 Bath Road, Slough
United Kingdom, 4DXUK
Re:Grafiti Holding Inc.
Registration Statement on Form S-1
Filed September 27, 2024
File No. 333-282359
Dear Nadir Ali:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration 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 registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Plan of Distribution, page 76
1.Please disclose whether your common stock has a history of trading
in private transactions.  If so, disclose the extent of the coordination between your
Advisor and Nasdaq about the sales prices in recent private transactions, including
high and low sales prices. To the extent material, add a risk factor to address the risk
that the opening trading price may not be related to historical sales prices.

October 24, 2024
Page 2
2.Please disclose the process of the price validation test, including the methodology and
process that Maxim will use to select price bands for purposes of applying
the price validation test.
3.We note that Maxim Group will serve as the company’s financial advisor in
connection with the direct offering on Nasdaq.  Please tell us whether Maxim is
considered independent under Nasdaq’s listing standards for direct listings.  Please tell
us whether Maxim provided any investing banking services to the company within the
12 months preceding the valuation or has engaged in investment banking services to
the company in connection with the proposed listing, any related financings or other
related transactions.
Signatures, page II-6
4.We note that Nadir Ali has signed the registration statement on behalf of the
registrant. Please revise the Signatures section to also include Mr. Ali's signature in
his capacity as the registrant’s chief executive officer and director. Refer to the
Instructions to Signatures in Form S-1.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361
if you have questions regarding comments on the financial statements and related
matters. Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Kevin Friedmann

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    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)

August 7, 2024
Nadir Ali
Chief Executive Officer
Grafiti Holding Inc.
169 Bath Road
Slough, United Kingdom
Re:Grafiti Holding Inc.
Registration Statement on Form 10
Filed July 25, 2024
File No. 001-42190
Dear Nadir Ali:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Registration Statement on Form 10
Forward Purchase Agreement, page F-110
1.Please explain to us why the forward purchase agreement should not be recorded as contra
equity. Describe all of the significant terms and features and refer us to any authoritative
guidance in support of management's conclusion.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined and
Consolidated Balance Sheet, page F-115
2.Disclose in footnote J the details of your valuation of the Forward Purchase Agreement
derivative.
Unaudited Pro Forma Condensed and Consolidated Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined and
Consolidated Statements of Operations, page F-117
3.Please clarify in footnote CC the reasons for the difference in this adjustment amount and
the amount recorded in adjustment G, and advise us in detail.

August 7, 2024
Page 2
            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.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Kevin Friedmann

United States securities and exchange commission logo
January 23, 2024
Nadir Ali
Chief Executive Officer
Grafiti Holding Inc.
169 Bath Road
Slough, United Kingdom
Re:Grafiti Holding Inc.
Draft Registration Statement on Form 10
Submitted November 13, 2023
CIK No. 0002000640
Dear Nadir Ali:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
November 14, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form 10
Information Statement Summary
Proposed Business Combination with Damon, page 4
1.We note in your response to prior comment 1 that the Damon Business Combination "may
not be probable at this time due to remaining material conditions." Since the Business
Combination with Damon is not probable, please remove the Damon MD&A, audited and
interim financial statements, adjustments in the pro forma financial information and
detailed description of the business of Damon and instead only include in a Recent
Developments section in the filing a description of the Damon Business Combination
agreement and related conditions that result in the transaction not being probable at this
time.

 FirstName LastNameNadir Ali
 Comapany NameGrafiti Holding Inc.
 January 23, 2024 Page 2
 FirstName LastName
Nadir Ali
Grafiti Holding Inc.
January 23, 2024
Page 2
General
2.We note your response to prior comment 10.  Please provide a legal analysis to support
your conclusion that the distribution of Grafiti Holding shares owned by Inpixon to
Inpixon shareholders will be conducted on a pro rata basis.  In doing so, please address the
following:

•Explain how the relative interests of Inpixon shareholders in Inpixon and Grafiti
Holding—before and after the spin-off—will remain unchanged if shares are
distributed to holders of only “certain outstanding warrants” of Inpixon and the
“participating Inpixon securityholders,” as described throughout your disclosure.

•We note you use the term “participating Inpixon securityholders” throughout the
preliminary information statement.  Refer also to the definition of “Other Parent
Securities” in Article 1 of the “Separation and Distribution Agreement” between
Inpixon and Grafiti Holding filed as Exhibit 2.1 to your registration statement, which
states that certain outstanding securities identified on Schedule 1.2 thereto are
“entitled to participate in the distribution of the Grafiti Shares on a pro rata basis
together with the holders of Parent Shares as of the Record Date.”  Identify for us the
securities listed on Schedule 1.2.  Address in your analysis how the distribution will
be pro rata if not all securityholders are entitled to participate.  Your response should
describe whether and, if so, how, the parent shareholders of Inpixon will have the
same proportionate interest in the parent and the subsidiary both before and after the
spin-off.  Refer to paragraph 4.B.2. of Staff Legal Bulletin 4.
3.We note your statement on page 9 that “Inpixon will round down to the nearest whole
share any fractional shares that the participating security holders would otherwise have
been entitled to receive” while Section 3.4 of the separation agreement between Grafiti
and Inpixon states “Parent will … round up fractional shares that recipients of Grafiti
Shares will otherwise be entitled to receive.” Please revise to clarify whether the fractional
shares will be rounded up or down.
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Matthew Crispino at 202-551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin Friedmann

United States securities and exchange commission logo
December 7, 2023
Nadir Ali
Chief Executive Officer
Grafiti Holding Inc.
169 Bath Road
Slough, United Kingdom
Re:Grafiti Holding Inc.
Draft Registration Statement on Form 10
Submitted November 13, 2023
CIK No. 0002000640
Dear Nadir Ali:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form 10
Information Statement Summary
Proposed Business Combination with Damon, page 3
1.We note that the business combination with Damon is subject to material conditions.  We
also note that you include a full description of the business of Damon and a full
description of the business combination with Damon in the filing.  We also note on page
59 that you state that the expected value to Inpixon shareholders from pursuing the spin-
off and the Business Combination was greater than the value of a stand-alone spin-off
transaction.  Please expand the disclosure to state the basis for your belief that the
business combination is not probable at this time and the reason why Article 11 of
Regulation S-X pro forma financial information and Rule 3-05 audited financial
statements of Damon are not provided in the Form 10, as such financial information
appears to be necessary to support your statement regarding the value to Inpixon
shareholders of the spin-off and Business Combination transactions.  If you determine that

 FirstName LastNameNadir Ali
 Comapany NameGrafiti Holding Inc.
 December 7, 2023 Page 2
 FirstName LastName
Nadir Ali
Grafiti Holding Inc.
December 7, 2023
Page 2
pro formas and financial statements of Damon are not required at this time, please revise
the disclosure throughout the document to focus on the operations of Graffiti in the
Description of Business and not that of Damon and the Business Combination with
Damon other than in a Recent Developments section.
Risk Factors
We may enter into joint venture, teaming and other arrangements..., page 18
2.We note that you may enter into joint venture, teaming and other arrangements.  Please
expand the disclosure to address whether you have entered into any agreements at the
current date.
Following the Business Combination, if consummated, the combined company will need to raise
additional capital by issuing securities..., page 30
3.Please revise the disclosure to delete the reference to commercializing aircraft, as it does
not apply to the registrant.
Business of Grafiti
Customers, page 67
4.We note your statement that your five channel partners account for approximately 25% of
your revenue. Please disclose whether you experience material revenue concentration
from a single channel partner. Describe the terms of any agreements with your channel
partners, if material.
Description of Capital Stock, page 82
5.Please clarify how your corporate governance will differ from the corporate governance at
Inpixon and consider adding a comparative table.
Business of Damon, page 92
6.We note the statement that Damon’s electric motorcycles are now in the advanced stages
of product validation, on route to production.  Please revise your disclosure to clearly state
the steps and costs necessary to bring the electric motorcycles to market and the
anticipated timeline.
EV Growth Worldwide, page 93
7.Please provide a basis for the statements relate to growth of the electric vehicle industry.
For example, if these are based on industry reports, provide a citation to such reports.
Provide similar revisions for your disclosure regarding the total addressable market in the
motorcycle industry.

 FirstName LastNameNadir Ali
 Comapany NameGrafiti Holding Inc.
 December 7, 2023 Page 3
 FirstName LastName
Nadir Ali
Grafiti Holding Inc.
December 7, 2023
Page 3
Note 11 - Subsequent Events, page F-19
8.We note that you have entered into a Business Combination agreement with Damon that is
subject to material conditions.  Please expand the disclosure to detail the material
conditions and the basis for your belief that the transaction is not probable at this time.
Exhibits
9.Please file the Exclusive Software License and Distribution Agreement between Inpixon,
Cranes Software International Ltd., and Systat Software as an exhibit to your registration
statement or tell us why it is not required. Refer to Item 601(b)(10)(ii)(B) of Regulation S-
K.
General
10.We note that you intend to undertake a merger with Damon Motors following the spin-off
of Grafiti, with Damon Motors to be the surviving entity. Please provide your analysis of
how this transaction complies with the guidance in Staff Legal Bulletin 4. Specifically, it
appears that the acquisition of Damon would constitute additional consideration to the
current Inpxion Shareholders requiring a Securities Act registration statement pursuant to
Rule 145(a)(3).
            Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Matthew Crispino at 202-551-3456 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Kevin Friedmann