XTI Aerospace, Inc. XTIA → Damon Inc. DMNIF
| Parent | XTI Aerospace, Inc. XTIA |
|---|---|
| Spinco | Damon Inc. DMNIF |
| Status | Completed |
| Structure | Spin-off A filing states a pro-rata distribution: holders receive shares automatically. |
| Focus | Focus-increasing Parent and spinco operate in different industries — the class the research associates with stronger post-separation returns. |
| Ratio | 1 Grafiti Holding share for every 50 XTI Aerospace shares |
| Ratio note | Fractional entitlements were rounded up rather than cashed out, and warrant holders participated alongside common and preferred holders. |
| Checked against EDGAR | 2026-08-22 |
Data trap
The record date is deliberately left blank, and the reason is the whole shape of this deal. On 2023-12-27 the parent transferred its shares into a liquidating trust for the benefit of its securityholders; the shares themselves were only delivered on 2024-11-12, more than ten months later, once a reverse merger with Damon Motors had been negotiated. That 2023 date decided who was entitled, but it is not a distribution record date in the sense every other row here uses — it precedes the registration statement going effective by nearly a year — and publishing it in the catalyst clock would describe a timeline that never happened. The registrant's identity also changes mid-deal, from Grafiti Holding to Damon Inc. under one CIK, so facts either side of November 2024 describe different businesses.
The restated filings have landed; this is kept as history.
Catalyst clock
- 2023-10-23Separation announced
- 2024-07-25Form 10 filed
- 2024-09-27Form 10 last amended
- 2024-11-12Form 10 effective
- —Record date
- —When-issued trading opens
- 2024-11-12Distribution
- 2024-12-18First standalone earnings
- —Index inclusion announced
Performance since separation
| Damon Inc. since separation, to delisting 2025-05-20 | price history starts after the separation |
|---|---|
| XTI Aerospace, Inc. over the same window | no window — the spinco is unpriced |
| S&P 500 (SPY) over the same window | no window — the spinco is unpriced |
| Russell 2000 (IWM) over the same window | no window — the spinco is unpriced |
| Excess over the S&P 500 | — |
| Excess over the Russell 2000 | — |
Damon Inc. stopped trading on 2025-05-20 — acquired, taken private or wound up — so this return runs to that date, not to today. It is kept here deliberately: dropping deals that ended in an acquisition would flatter every base rate on this site, because being bought is often the best outcome a spin-off has. Two benchmarks, because one is misleading: spin-offs are usually small companies, and across this period small caps lagged the S&P by several points a year on their own. Measured against the S&P alone, roughly a third of any shortfall is company size rather than the separation. Returns are arithmetic over end-of-day closing prices. Unlike every other figure on this page, they do not come from a filing.
Filings
Every fact on this page comes from one of these.
- 10-12B/Afiled 2024-09-27 · 0001213900-24-082388Amendment 1; preliminary information statement describing the liquidating trust and the December 2023 record date
- 8-Kfiled 2024-11-15 · 0001213900-24-098787Completion of the business combination and Nasdaq direct-listing approval
- 8-Kfiled 2024-11-18 · 0001213900-24-099365Form 10 effective November 12, 2024; trust shares delivered at 1 per 50 parent shares; amalgamation with Damon Motors closed the next day
- 25-NSEfiled 2025-07-18 · 0001354457-25-000691Delisting determination; trading suspended May 20, 2025 for failure to meet the minimum bid price
Notes
XTI Aerospace's separation of a UK data-analytics subsidiary, delivered through a liquidating trust and immediately reverse-merged into an electric motorcycle company. Only 3,536,746 shares were actually distributed against the 20.8 million outstanding after the amalgamation. The stock was suspended from Nasdaq in May 2025 and now trades over the counter. Classified focus_increasing: the Form 10 spinco is not the electric-motorcycle company the deal's own name suggests — it is Grafiti Holding, a legacy UK distributor of scientific data-analytics software ('SAVES'), divested because XTI's aircraft-merger terms required shedding any business unrelated to its real-time-location-services/analytics/aerospace focus. XTI genuinely narrows by shedding this legacy line. The Damon Motors reverse merger is a separate, contingent transaction layered on top — Grafiti's own historical operations 'will not form a material part' of the post-merger company, and Damon shareholders end up owning ~78% of the combined entity, confirming Grafiti was financially a listing shell for Damon rather than a spun-off EV business in its own right.