UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File No. 001-42190
DAMON INC.
(Translation of registrant's name into English)
4601 Canada Way, Suite #402
Burnaby, BC, Canada V5G 4X7
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F
Form 20-F ☒ Form 40-F ☐
Damon Inc. (the “Company”) recently
received the resignation of Bal Bhullar as the CFO and a Director of the Company effective as of February 9, 2026, and the Company has
appointed Dino Mariutti, a current contract consultant to the Company, as the interim Chief Financial Officer of the Company.
The Company has determined
that as at December 31, 2025, it continued to satisfy the definition of “foreign private issuer” under the rules and regulations
of the U.S. Securities Act of 1933, as amended, and the U.S. Securities Exchange Act of 1934, as amended. As a result, the Company has
decided to begin using the forms and rules designated for foreign private issuers, and will begin filing with the U.S. Securities and
Exchange Commission Annual Reports on Form 20-F and Reports of Foreign Private Issuer on Form 6-K.
SUBMITTED HEREWITH
| Exhibits |
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| 99.1 |
News Release dated February 9, 2026 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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DAMON INC. |
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By: |
/s/ Dominique Kwong |
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Name: |
Dominique Kwong |
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Title: |
Chief Executive Officer |
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| Date: February 9, 2026 |
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2
Exhibit 99.1
Damon Inc. Announces CFO Transition
Vancouver, British Columbia – (Newsfile
Corp. - February 9, 2026) - Damon Inc. (OTCID: DMNIF) (“Damon” or the “Company”), a designer and developer of
electric motorcycles and other personal mobility products that seek to empower the personal mobility sector through innovation, has appointed
Dino Mariutti, a current contract consultant to the Company, as Interim Chief Financial Officer. He succeeds Bal Bhullar, who informed
the Company of her resignation to pursue new opportunities. Ms. Bhullar joined Damon in February 2024.
“We are pleased to welcome Dino as Interim
CFO,” said Dominique Kwong, CEO of Damon, Inc. “Dino has worked closely with Damon since 2017 and brings deep operational
and financial insight to the Company.”
Dino Mariutti is an entrepreneur and senior advisor
with over 17 years of experience supporting innovative companies across mobility, technology, and advanced manufacturing. Mr. Mariutti
serves as a contract consultant to Damon Inc. and has worked with Damon in various capacities since 2017. Mr. Mariutti has founded and
led multiple ventures, including IRIS Heads Up Display, an automotive safety technology company featured in The New York Times. He has
held senior operational and advisory roles at international engineering and manufacturing firms. He holds an MBA from UCL School of Management,
completed executive finance education at Saïd Business School, University of Oxford, and has formal training in computer science
and mechanical manufacturing engineering from the British Columbia Institute of Technology.
The Company has determined that, as at December
31, 2025, it continued to satisfy the definition of “foreign private issuer” under the rules and regulations of the U.S. Securities
Act of 1933, as amended, and the U.S. Securities Exchange Act of 1934, as amended. As a result, the Company has decided to begin using
the forms and rules designated for foreign private issuers, and will begin filing with the U.S. Securities and Exchange Commission Annual
Reports on Form 20-F and Reports of Foreign Private Issuer on Form 6-K.
About Damon
Damon Inc. is a designer and developer of personal
mobility products and technology solutions that integrate AI-driven safety systems, smart electrification, and user-driven design to revolutionize
sustainable transportation. Operating across four potential revenue verticals - Data Intelligence & Services, Engineering Services,
Personal Mobility Products, and Special Projects – Damon believes it is positioned to capture a significant share of the $40B global
electric two-wheeler market by 20301. The company distinguishes itself through its integrated ecosystem approach, combining
advanced data analytics and engineering expertise, while seeking to enter into strategic partnerships with OEMs and Tier 1 suppliers.
Damon emphasizes accessible mobility solutions while leveraging its proprietary AI-driven safety systems and intelligent energy management
technology to deliver superior performance and operational efficiency in the urban and business mobility space. For more information,
please visit www.damon.com.
Investor Relations Contact:
James Carbonara
646.755.7412
James@haydenir.com
FORWARD LOOKING STATEMENTS
This press release, including any materials referenced
herein, contains forward-looking information or forward-looking statements under applicable Canadian and U.S. securities laws (collectively,
“forward-looking statements”) that reflect current expectations and projections of Damon Inc. (“Damon”) about
its future development. When used in this press release, forward-looking statements can be identified by the use of words such as “may,”
or by such words as “will,” “intend,” “believe,” “estimate,” “consider,” “expect,”
“anticipate,” and “objective” and similar expressions or variations of such words. Forward-looking statements
are, by their nature, not guarantees of Damon’s future operational or financial performance and are subject to risks and uncertainties
and other factors that could cause Damon’s actual results, performance, prospects, or opportunities to differ materially from those
expressed in, or implied by, these forward-looking statements. No representation or warranty is intended with respect to anticipated future
results, or that estimates, or projections will be sustained.
In developing the forward-looking statements in
this press release, we have applied several material assumptions, including the general business and economic conditions of the industries
and countries in which Damon operates, and general market conditions. Many risks, uncertainties, and other factors could cause the actual
results of Damon to differ materially from the results, performance, achievements, or developments expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are
not limited to, our history of losses, our ability to implement our growth strategy, generate revenue and achieve profitability, our limited
operating history with recent acquisitions, our ability to obtain adequate financing as needed, our ability to continue as a going concern,
our status as a foreign private issuer, impact of our recent delisting from Nasdaq, our ability to establish and sustain an active trading
market on an over-the-counter market maintained by OTC Markets Group Inc., customer demand for or acceptance of our products and services,
our ability to enter into strategic partnerships with OEMs and Tier 1 suppliers, the impact of competitive or alternative products, technologies,
and pricing, emerging competition and rapidly advancing technology that may outpace our own, our ability to manufacture or distribute
products and services and secure strategic supply, manufacturing, licensing and distribution arrangements, our ability to protect our
intellectual property, our ability to protect user data and user information, impact of any changes in existing or future regulatory and
tax regimes applying to our business, our ability to successfully consummate strategic transactions and integrate companies or technologies
we acquire, our ability to attract and retain management and employees with specialized knowledge and technical skills, our ability to
develop and maintain effective internal controls, general economic conditions and events and the impact they may have on us and our customers,
including but not limited to escalating tariff and non-tariff trade measures imposed by the United States and other countries,
increases in inflation rates and rates of interest, supply chain challenges, increased costs for materials and labor, cybersecurity threats,
and conflicts such as those in Russia/Ukraine, Israel/Hamas and Iran, our success at managing the risks involved in the
foregoing items, and other risk factors discussed in our periodic and current reports and registration statements filed with the U.S.
Securities and Exchange Commission and the British Columbia Securities Commission.
Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of the press release or as of the date otherwise specifically indicated
herein. Due to risks and uncertainties, events may differ materially from current expectations. Damon disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required
pursuant to applicable securities law. All forward-looking statements contained in the press release are expressly qualified in their
entirety by this cautionary statement.
