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Damon Motors Merges with Inpixon Ltd

Damon Motors

Damon Motors, Inc. has announced the finalization of an agreement with Inpixon for a reverse merger. This agreement involves the

Damon Motors, Inc. has announced the finalization of an agreement with Inpixon for a reverse merger. This agreement involves the establishment of a spin-off entity of Inpixon, known as Grafiti Holding Inc. (“Grafiti”). Grafiti will primarily possess Inpixon Ltd., a segment of Inpixon’s business specializing in data analytics and statistical visualization solutions (“SAVES”) and located in the United Kingdom, subsequent to the transfer of these assets from Inpixon to Grafiti. Damon’s HyperSport is projected to be one of the most secure, intelligent, and potent motorcycles accessible in the market. To date, Damon has secured over US$70 million in funding and has obtained more than US$85 million in pre-production consumer reservations for its motorcycles. Inpixon’s independent financial advisory firm has determined Damon’s enterprise value to be in the range of US$224 million to US$284 million.

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 Motors 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 Motors 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

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