Global Reservations for Groundbreaking,
High-Performance, Safety Focused Motorcycles Exceeds US$85
Million
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.
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the full release here:
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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. Global Reservations for the company's groundbreaking,
High-Performance, Safety Focused Motorcycles Exceeds US$85 Million.
(Photo: Business Wire)
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231023712125/en/
Damon Motors Media Contact: Donna Loughlin Michaels,
LMGPR (408) 393-5575 Email: donna@lmgpr.com
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