Inpixon Securityholders to Receive Shares of
Spin-off Standalone Public Company
The Spin-off Advances Progression of Planned
Business Combination between Inpixon Subsidiary Grafiti Holding and
Damon Motors
PALO
ALTO, Calif., Dec. 14,
2023 /PRNewswire/ -- Inpixon® (Nasdaq: INPX) today
announced that its board of directors has set December 27th, 2023 as the record date
("Record Date") for determining the holders of Inpixon's
outstanding capital stock and certain other securities (the "Record
Date Securityholders") entitled to the distribution of all the
outstanding shares of Grafiti Holding Inc. ("Grafiti") owned by
Inpixon (the "Spin-off Shares") in connection with its previously
announced spinoff ("Spin-off").
The Spin-off is required to be completed prior to the planned
business combination between Grafiti and Damon Motors, Inc.
("Damon"), the maker of the acclaimed HyperSport electric
motorcycle ("Business Combination"). The Damon HyperSport is
expected to be one of the safest, smartest, and most powerful
motorcycles available in the market. Upon the completion of the
Business Combination, the combined company will be listed on the
Nasdaq Capital Market ("Nasdaq"), subject to the approval of an
initial listing application.
Nadir Ali, CEO of Inpixon said,
"I'm pleased to report we are making progress with the planned
Spin-off and the anticipated business combination of Grafiti with
Damon. This transaction represents what we believe is a tremendous
opportunity to maximize value for our shareholders. Importantly,
Damon's electric motorcycles are poised to further innovate
the transportation industry, incorporating cutting-edge technology
designed to solve unaddressed safety problems in motorcycling.
Moreover, with an impressive 200 hp, 200 mph, 200 miles of range,
and more than $85 million in
non-binding reservations in hand, Damon holds the potential to
capture a meaningful share of the multi-billion global motorcycle
market."
On the Record Date, Inpixon plans to transfer all of the
Spin-off Shares to a liquidating trust for the benefit of the
Record Date Securityholders, which will hold the Spin-off Shares in
trust until the effectiveness of a registration statement covering
the Spin-off Shares (the "Registration Statement"), which Grafiti
has confidentially submitted with the Securities and Exchange
Commission. Following the effectiveness of the Registration
Statement, the trust will distribute the Spin-off Shares to the
Record Date Securityholders on a pro rata basis. During the period
that the trust remains in possession of the Spin-off Shares, and
prior to their delivery to the Record Date Securityholders, the
beneficial interests in such shares will not be certificated or
tradable, and will not be transferrable prior to consummation of
the Business Combination. After the consummation of the
Business Combination, 80% of the Spin-off Shares will be subject to
lock-up restrictions, subject to release in two equal tranches at
90 days and 180 days after consummation of the Business
Combination, subject to earlier release of all the locked-up shares
if the shares sustain a specified trading threshold on Nasdaq.
For U.S. federal and applicable state income tax purposes, the
Record Date Securityholders will be deemed to receive a
distribution of the Spin-off Shares from Inpixon as of the Record
Date.
The Record Date Securityholders and management holding Spin-off
Shares immediately prior to the closing of the Business Combination
are anticipated to retain approximately 18.75% of the outstanding
capital stock of the combined company determined on a fully diluted
basis, which includes up to 5% in equity incentives which may be
issued to Inpixon management.
Inpixon will retain its Industrial Internet of Things (IIOT)
business line and continue to progress toward completion of the
business combination transaction with XTI Aircraft Company. Inpixon
believes that these opportunities, when consummated, will offer
multiple opportunities for its shareholders to maximize the value
of their investment in Inpixon.
The Record Date Securityholders do not need to take any action.
Following the closing of the Business Combination, Inpixon
stockholders will continue to hold, along with their new common
shares of Grafiti, the same number of shares of Inpixon common
stock that they held immediately prior to the closing of the
Business Combination.
Factors that May Affect the Distribution and Spin-off
The distribution of the Spin-off Shares to the Record Date
Securityholders is conditioned upon the effectiveness of the
Registration Statement. In addition, the Business Combination is
subject to the satisfaction or waiver of certain closing
conditions, including approval of the Business Combination by Damon
securityholders, approval by the Supreme Court of British Columbia, and a 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, as well as 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 distribution
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.
Inpixon may elect to change the Record Date for the Spin-off to
a later date or to not proceed with the distribution.
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) solutions 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 X, and visit inpixon.com.
About Damon Motors
Damon 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.
Anchored by its proprietary electric powertrain, HyperDrive™, Damon
has captured the attention of the motorcycling world by delivering
200 hp, a top speed of 200 mph, 200 miles of range, innovative
design, and new safety features, including CoPilot™ and Shift™,
which are attracting an entirely new generation of motorcycle
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.
Important Information About the Proposed Damon Transaction
and Where to Find It
In connection with the Spin-off, Grafiti has confidentially
filed 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 relating to the Business Combination with Damon. This
press release does not contain all the information that should be
considered concerning the Spin-off and the Business Combination
with Damon (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 of Grafiti together with its
exhibits, as these materials will contain important information
about Inpixon, Grafiti, Damon, the Proposed Damon Transaction.
The registration statement, upon effectiveness, and other
documents to be filed by Grafiti 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.
Forward-Looking Statements Regarding the Proposed Damon
Transaction
This press release contains certain "forward-looking statements"
within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act,
and Section 21E of the Exchange Act. All statements other than
statements of historical fact contained in this press release,
including statements regarding the benefits of the Proposed Damon
Transaction, the anticipated timing of the completion of the
Proposed Damon Transaction, the products under development by Damon
and the markets in which it plans to operate, the advantages of
Damon's technology, Damon's competitive landscape and positioning,
and Damon's growth plans and strategies, are forward-looking
statements. Some of these forward-looking statements can be
identified by the use of forward-looking words, including "may,"
"should," "expect," "intend," "will," "estimate," "anticipate,"
"believe," "predict," "plan," "targets," "projects," "could,"
"would," "continue," "forecast" or the negatives of these terms or
variations of them or similar expressions. All forward-looking
statements are subject to risks, uncertainties, and other factors
which could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. All
forward-looking statements are based upon estimates, forecasts, and
assumptions that, while considered reasonable by Inpixon and its
management, and Damon and its management, as the case may be, are
inherently uncertain and many factors may cause the actual results
to differ materially from current expectations which include, but
are not limited to:
- the risk that the Proposed Damon Transaction may not be
completed in a timely manner or at all, which may adversely affect
the price of Inpixon's securities;
- 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 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 Proposed Damon Transaction, 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 Proposed Damon
Transaction;
- the effect of the announcement or pendency of the Proposed
Damon Transaction on Inpixon, Grafiti and Damon's business
relationships, performance, and business generally;
- risks that the Proposed Damon Transaction disrupts current
plans of Inpixon, Grafiti and Damon and potential difficulties in
their employee retention as a result of the Proposed Damon
Transaction;
- the outcome of any legal proceedings that may be instituted
against Damon, Grafiti or Inpixon related to the Proposed Damon
Transaction;
- failure to realize the anticipated benefits of the Proposed
Damon Transaction;
- 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 Proposed Damon
Transaction, 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 $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 to 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; and
- other risks and uncertainties set forth in the sections
entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in Inpixon's Annual Report on Form 10-K
for the year ended December, 31, 2022, which was filed with the SEC
on April 17, 2023, and Quarterly
Report on Form 10-Q for the quarterly period thereafter, as such
factors may be updated from time to time in Inpixon's filings with
the SEC, and the registration statement to be filed by Grafiti in
connection with the Spin-off. These filings identify and address
other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Inpixon nor
Damon gives any assurance that either Inpixon or Damon or the
combined company will achieve its expected results. Neither Inpixon
nor Damon undertakes any duty to update these forward-looking
statements, except as otherwise required by law.
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.
Contacts
Inpixon Contacts
General
inquiries:
Email: marketing@inpixon.com
Web: inpixon.com/contact-us
Investor relations:
Crescendo Communications for Inpixon
Tel: +1 212-671-1020
Email: INPX@crescendo-ir.com
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SOURCE Inpixon