Damon Motors announces reverse merger with Inpixon, plans Nasdaq listing

Damon Motors, makers of the HyperSport electric motorcycle, is pleased to announce it has signed a definitive agreement with Inpixon to complete a reverse merger with a proposed spin-off entity of Inpixon, Grafiti Holding. Grafiti’s assets will consist of Inpixon Ltd., a division of Inpixon’s data analytics and statistical visualization solutions business, 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 $70M in funding to date and has secured more than $85M 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 $224M and $284M. In connection with the Business Combination, Grafiti will effect a spinoff of all the outstanding capital stock of Grafiti 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, 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. 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.