[SCHEDULE 13G/A] Damon Inc. SEC Filing

Rhea-AI Filing Summary

Damon Inc. reporting persons Ayrton Capital LLC, Alto Opportunity Master Fund (Segregated Master Portfolio B) and Waqas Khatri report beneficial ownership of 45,778 shares of common stock, which are issuable upon exercise of 18,311 warrants. The holdings represent approximately 0.002% of the issuer's outstanding common stock based on 2,450,477,042 shares outstanding as stated by the issuer on May 19, 2025. The issuable shares are subject to a 9.99% beneficial ownership blocker.

The filing states the reporting persons have sole voting and dispositive power over the reported shares and that the securities were acquired and are held in the ordinary course of business. The reported share amounts are prior to adjustment for a reverse stock split effective July 3, 2025.

Positive

• Warrants provide a defined conversion path: 18,311 warrants are exercisable into 45,778 shares, establishing the exact dilutive potential.
• Sole voting and dispositive power over the reported shares is clearly disclosed for the reporting persons, providing transparency on control of these specific securities.

Negative

• None.

Insights

Financial Analyst

TL;DR: De minimis equity stake; warrants convertible into 45,778 shares; negligible impact on control or valuation.

The reporting persons collectively disclose ownership of 45,778 shares represented by exercisable warrants (18,311 warrants). On a base of 2,450,477,042 outstanding shares, this equals ~0.002% of the class, well below material thresholds. The position gives sole voting and dispositive power over the reported shares, but the absolute size is immaterial to market capitalization or control. The 9.99% beneficial ownership blocker is noted as a restriction on larger accumulation.

Corporate Governance Expert

TL;DR: Sole control over these specific shares is reported, but the stake is far below any control or reporting threshold.

The disclosure names Ayrton Capital LLC as investment manager, Alto Opportunity Master Fund as the holder, and Waqas Khatri as managing member/director, clarifying internal relationships. The filing affirms the securities were acquired in the ordinary course of business and not for influencing control. The 9.99% blocker and the small percentage ownership indicate governance influence is effectively nil despite reported sole voting rights on these shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

DAMON INC.

(Name of Issuer)

Common Shares, no par value per share

(Title of Class of Securities)

235750106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 235750106

1

Names of Reporting Persons

Ayrton Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 45,778.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 45,778.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

45,778.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 235750106

1

Names of Reporting Persons

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 45,778.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 45,778.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

45,778.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 235750106

1

Names of Reporting Persons

Waqas Khatri

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 45,778.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 45,778.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

45,778.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: DAMON INC.
(b)	Address of issuer's principal executive offices: 4601 Canada Way, Suite 402, Burnaby, BRITISH COLUMBIA, CANADA, V5G4X7.
Item 2.
(a)	Name of person filing: (i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)	Address or principal business office or, if none, residence: (i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)	Citizenship: (i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)	Title of class of securities: Common Shares, no par value per share
(e)	CUSIP No.: 235750106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Ayrton Capital LLC: 45,778; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 45,778; and (iii) Waqas Khatri: 45,778. Represents 45,778 shares of Common Stock issuable on the exercise of 18,311 warrants (the "Warrants") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of Damon Inc. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)	Percent of class: The percentages below are based on (i) 2,450,477,042 shares of Common Stock of the Issuer that were outstanding as of May 19, 2025; and (ii) 45,778 shares of Common Stock issuable on the exercise of the Warrants held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's Form 10-Q filed on May 19, 2025. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2025 and share amounts are prior to adjustment the reverse stock split of the Issuer effective July 3, 2025. Ayrton Capital LLC: 0.002%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0.002%; and (iii) Waqas Khatri: 0.002%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) Ayrton Capital LLC: 45,778; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 45,778; and (iii) Waqas Khatri: 45,778
	(ii) Shared power to vote or to direct the vote: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
	(iii) Sole power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 45,778; Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 45,778; Waqas Khatri: 45,778
	(iv) Shared power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; (iii) Waqas Khatri: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ayrton Capital LLC

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Managing Member
Date:	08/13/2025

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Director
Date:	08/13/2025

Waqas Khatri

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri
Date:	08/13/2025

FAQ

What stake does Ayrton Capital/Alto Opportunity hold in Damon Inc (DMN)?

The reporting persons beneficially own 45,778 shares, representing approximately 0.002% of Damon Inc's outstanding common stock based on 2,450,477,042 shares.

Are the reported Damon Inc shares exercisable from warrants?

Yes. The 45,778 reported shares are issuable upon exercise of 18,311 warrants held by the reporting persons.

Does the filing indicate who controls the reported shares?

Yes. The filing states the reporting persons have sole voting and sole dispositive power over the reported 45,778 shares.

Is this ownership above the 5% reporting threshold for DMN?

No. The filing explicitly notes ownership of 5 percent or less of a class and reports the position as ~0.002%.

Are the reported share amounts adjusted for corporate actions?

The filing notes the reported share amounts are as of June 30, 2025 and are shown prior to adjustment for a reverse stock split effective July 3, 2025.