DRS/A 1 filename1.htm

CONFIDENTIAL TREATMENT REQUESTED

As confidentially submitted to the U.S. Securities and Exchange Commission on December 28, 2023

This Draft Registration Statement has not been filed publicly with the U.S. Securities Exchange Commission and all information contained herein remains strictly confidential.

File No. 001-

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

Amendment No. 1

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

Grafiti Holding Inc.

(Exact name of registrant as specified in its charter)

British Columbia		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

169 Bath Road, Slough, United Kingdom		4DXUK
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 702-2167

Copies to:

Kevin Friedmann, Esq.

Norton Rose Fulbright US LLP

1045 W. Fulton Market, Suite 1200

Chicago, IL 60607

Telephone Number: (312) 964-7763

Securities to be registered under Section 12(b) of the Act:

Title of each class to be so registered		Name of Exchange on which each class is to be registered
Common Shares, no par value		The Nasdaq Stock Market LLC

Securities to be registered under Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10

This Registration Statement on Form 10 incorporates by reference information included in the information statement filed herewith as Exhibit 99.1. The cross-reference sheet below identifies where the items required by Form 10 can be found in the information statement.

Item 1. Business.

The information required by this item is included in the sections of the information statement titled “Information Statement Summary,” “Risk Factors,” “Relationship with Inpixon Following Separation and Distribution,” “Business of Grafiti,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Grafiti,” “The Business Combination Agreement,” “Business of Damon,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Damon,” and “Where You Can Find More Information,” all of which are incorporated herein by reference.

Item 1A. Risk Factors.

The information required by this item is included in the section of the information statement titled “Risk Factors,” which is incorporated herein by reference.

Item 2. Financial Information.

The information required by this item is included in the sections of the information statement titled “Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Grafiti,” “Index to Financial Statements” and the financial statements referenced therein, all of which are incorporated herein by reference.

Item 3. Properties.

The information required by this item is included in the section of the information statement titled “Business of Grafiti—Facilities,” which is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is included in the section of the information statement titled “Security Ownership of Certain Beneficial Owners and Management,” which is incorporated herein by reference.

Item 5. Directors and Executive Officers.

The information required by this item is included in the section of the information statement titled “Management of Grafiti Following the Spin-off,” which is incorporated herein by reference.

Item 6. Executive Compensation.

The information required by this item is included in the sections of the information statement titled “Management of Grafiti Following the Spin-off” and “Executive and Director Compensation,” which are incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is included in the sections of the information statement titled “Management of Grafiti Following the Spin-off” and “Relationship with Inpixon Following Separation and Distribution,” which are incorporated herein by reference.

Item 8. Legal Proceedings.

The information required by this item is included in the sections of the information statement titled “Business of Grafiti – Legal Proceedings,” which is incorporated herein by reference.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

The information required by this item is included in the sections of the information statement titled “Dividend Policy,” “Capitalization,” “The Separation and Distribution,” and “Description of Capital Stock,” all of which are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities.

The information required by this item is included in the section of the information statement titled “Description of Capital Stock – Sales of Unregistered Securities,” which is incorporated herein by reference.

Item 11. Description of Registrant’s Securities to Be Registered.

The information required by this item is included in the sections of the information statement titled “Dividend Policy,” “The Separation and Distribution,” and “Description of Capital Stock,” all of which are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is included in the section of the information statement titled “Description of Capital Stock – Limitations on Liability, Indemnification of Officers and Directors, and Insurance,” which is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained under the section of the information statement titled “Index to Financial Statements” and the financial statements referenced therein, which is incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

Financial Statements.

Exhibits.

Exhibit Number		Description
2.1*		Separation Agreement, dated as of October 23, 2023, by and between Grafiti Holding Inc. and Inpixon (1)
2.2 *		Business Combination Agreement by and among Inpixon, Grafiti Holding Inc., 1444842 B.C. Ltd and Damon Motors, Inc., dated as of October 23, 2023 (2)
3.1		Articles of Grafiti Holding Inc. (3)
10.1*#		Form of Transition Services Agreement to be entered into by and between Grafiti Holding Inc. and Inpixon
10.2		Liquidating Trust Agreement by and among Inpixon, Grafiti Holding Inc. and Melanie Figueroa, as trustees, dated as of December 27, 2023.
21.1#		List of Subsidiaries
99.1		Information Statement, preliminary and subject to completion dated [____], 2023

*	Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules to the SEC upon request.

#	Previously submitted.

(1)	Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Inpixon on October 23, 2023.

(2)	Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Inpixon on October 23, 2023.

(3)	Incorporated by reference to Exhibit A in Exhibit 2.1 to the Current Report on Form 8-K filed by Inpixon on October 23, 2023.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	GraFITI HOLDING INC.

Date: [________], 2023	By:
		Nadir Ali
		Chief Executive Officer and Director
		Principal Executive Officer
		Principal Financial Officer