Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Spencer Amber Louise

(Last)

(First)

(Middle)

342 15TH STREET W

(Street)

NORTH VANCOUVER

V7M 1S5

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Damon Inc. [ DMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	12/04/2024		C		10,142	A	⁽¹⁾	10,142	I	By common law spouse⁽²⁾
Common Shares	12/04/2024		C		1,381,039	A	⁽¹⁾	1,381,039	I	By Lime Dragon Holdings Corp.⁽³⁾
Common Shares								2,211	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Multiple Voting Shares	⁽¹⁾	12/04/2024		C			10,142	⁽¹⁾	⁽¹⁾	Common Shares	10,142	⁽¹⁾	0	I	By common law spouse⁽²⁾
Multiple Voting Shares	⁽¹⁾	12/04/2024		C			1,381,039	⁽¹⁾	⁽¹⁾	Common Shares	1,381,039	⁽¹⁾	0	I	By Lime Dragon Holdings Corp.⁽³⁾

Explanation of Responses:

1. The Multiple Voting Shares are convertible into common shares on a one-for-one basis at any time at the option of the holders thereof and automatically in certain other circumstances as set forth in the articles of Damon Inc. (the "Company"). On December 4, 2024, Damon Jay Giraud resigned from all officer and director positions with the Company, triggering the automatic conversion of the Multiple Voting Shares beneficially owned by him into common shares.

2. The shares are held by Damon Jay Giraud, who is the common law spouse of the reporting person, and as such may be deemed to be beneficially held by the reporting person.

3. The shares are owned by Lime Dragon Holdings Corp., of which Damon Jay Giraud, the reporting person's common law spouse, serves as sole director, and as such may be deemed to be beneficially held by the reporting person.

	/s/ Bal Bhullar, by Power of Attorney	12/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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