Inpixon

Good afternoon and welcome to InPiction's Business Update presentation. Participants are advised that this presentation is being broadcast live over the internet and is also being recorded for playback purposes. A webcast will be available on the company's Investor Relations page of its website after the end of this call. I would now like to turn the call over to Alexandra Schilt, Vice President of Crescendo Communications, LLC, Impiction's investor relations firm. Please go ahead.

Thank you. Good afternoon, everyone. Thank you for joining Impiction's third quarter business update presentation, where management intends to discuss business developments during the quarter, as well as provide an update on the recently announced planned spinoff of Impiction's UK-based business, operated through Impection Limited, and the proposed business combination of its newly formed wholly owned subsidiary, Graffiti Holding, and Damon Motors. With us today are Nader Ali, Impection's Chief Executive Officer, and Jay Durrell, Chief Executive Officer and co-founder of Damon Motors. Today, Impection released financial results for its 2023 third quarter and its September 30th, 2023. If you have not received Impection's earnings release, please visit Impiction's investor relations page at ir.impiction.com. During the course of this conference call, the company will be making forward-looking statements regarding expectations for future performance and business prospects. Forward-looking information involves risks and uncertainties, and the stated expectations could differ materially from actual results or performance. The company advises you to read and contemplate the information and disclaimer comments within our news release and present it on the slides, which include details about forward-looking statements, risk factors, and where to find more information about the proposed transaction. In addition, the subject matter discussed in the following message is addressed in preliminary proxy statement and prospectus that has been filed and a definitive proxy statement and prospectus that will be filed with the SEC. Shareholders and other interested persons are advised to read the preliminary proxy statement and prospectus and amendments thereto and the definitive proxy statement and prospectus and documents incorporated by reference when filed in connection with the proposed transaction as these materials will contain important information about InPICTION, XTI Aircraft Company, and the proposed transaction. Information regarding those persons who may, under rules of the SEC, be deemed to be participants in the solicitation of proxies from the shareholders of Impiction in connection with the proposed transaction will be included in the proxy statement and prospectus for the proposed transaction and be available at www.sec.gov or at Impiction's website at www.impiction.com. I will now turn the call over to Nada Ali, Impiction's CEO. Nader, please go ahead.

Thanks, Alexandra. Hello, everyone, and thank you for joining our Business Update presentation. We believe this is a transformational year for InFiction, and I'm excited to be here with you today to discuss the future of InFiction and our efforts to maximize shareholder value. While we will spend the majority of our time today introducing you to Damon Motors, I would like to start by providing a quick overview of our progress on the two recently announced transactions, which follow on our earlier strategic transaction with CXF and KINS, which closed in March of this year. Specifically, we've entered into two independent definitive merger agreements with transportation innovators, XCI Aircraft and Damon Motors. As announced on July 25th, we entered into a definitive merger agreement with XCI Aircraft. In connection with this transaction, which is subject to certain closing conditions, InFiction will be renamed XTI Aerospace and will trade under the new ticker symbol XTIA. XTI is developing the Trifan 600 fixed-wing vertical lift crossover plane, or VLCA. The combined company will be focused on continuing the development of the Trifan 600 and will also continue offering InFiction's real-time location system products. Independent of the proposed XTI merger, we also announced the planned distribution or spinoff to our security holders of 100% of the outstanding shares of our newly formed subsidiary, Graffiti Holding, and a definitive agreement with Damon Motors. Under the terms of these proposed transactions, all of the outstanding shares of our subsidiary, Impiction Limited, which operates our UK SAVES business, will be transferred to Graffiti, and after the completion of the spinoff, Graffiti and Damon Motors will complete a business combination transaction. Following the closing of the proposed transactions, the combined company Graffiti and Damon will operate as a new independent public company and is expected to be listed on NASDAQ. We believe this transaction will further Damon's initiatives in transforming the motorcycle industry with an electric motorcycle containing innovative safety and technology features as well as best-in-class performance. Now let me touch on each transaction and why we believe they are so transformative for the company. So first, upon completion of the XCI merger, InPiction will be renamed XCI Aerospace and will continue to trade on NASDAQ under the new ticker symbol XCIA, as I mentioned. And it will also be led by a new senior management team and a new board of directors. XCI Aerospace will primarily be focused on continuing the development of the Trifan 600, a potential disruptor within the aviation industry, while also continuing to offer our existing RTLS technologies to support a wide array of industries, including aviation. We believe the Trifan 600, when commercially developed, can bridge a gap in the aviation market, combining the speed, comfort, and range of a fixed-wing airplane with the point-to-point convenience of a helicopter. In addition, the Trifan can utilize existing airport runways or helipads as well as non-traditional landing areas due to its crossover takeoff and landing capabilities. We believe this dual takeoff and landing capability will drive uptake and rapid market penetration. XCI has obtained over 700 conditional pre-orders and expressions of interest under a combination of aircraft purchase agreements, non-binding reservation deposit agreements, options, and letters of intent for its aircraft. Collectively, these pre-orders represent potential gross revenues of more than $7 billion based on its current list price of $10 million per aircraft, assuming the company is, of course, able to execute on the development program for the Trifan, secure FAA certification, and deliver these aircraft. We believe this demonstrates the pent-up demand in the market for a crossover aircraft that has the potential to revolutionize its segment of the aircraft industry. We did discuss XCI in great detail during our presentation, which we hosted on August 14th, and I'd encourage investors to view the presentation again for more information. But overall, we believe that this merger can maximize value for our shareholders over time. We expect this transaction to close during the current quarter, assuming that we are able to satisfy the requisite conditions before year-end, which of course include approval by our stockholders and NASDAQ listing approval. I'm pleased to share that the S4 filed in connection with the XCI transaction was declared effective by the SEC yesterday, and the related shareholder meeting has been scheduled for December 8, 2023. Now I'd like to turn my focus to the planned spinoff of our newly formed subsidiary, Graffiti Holding, which will hold our UK SAVES business and its proposed subsequent business combination with Daemen Motors, The CEO of Damon Motors will share specifics around the Damon story with you shortly. But first, I'd like to take a moment to reflect on this transaction. There's a lot of moving parts here. Hopefully, the slide will help you follow along with how this transaction works. We believe Damon is changing the motorcycle industry with its HyperSport electric motorcycle. The HyperSport is expected to be one of the safest, smartest, and most powerful motorcycles available in the market. And Damon has already obtained over $85 million in pre-production consumer reservations for its motorcycles. Damon's products incorporate cutting-edge technology designed to solve unaddressed safety problems in motorcycling. With an impressive 200 horsepower, 200 miles per hour, and 200 miles of range, Damon Motorcycles are at the forefront of electric two-wheelers, holding the potential to displace combustion motorcycles and poised to lead the industry into a safer, more sustainable future. Upon completion of the merger, Graffiti will be renamed to a name selected by Damon, Damon's management team and board of director designees will continue to serve as the management and board of directors of the combined company with one board designee appointed by Graffiti. We expect this transaction to close during the first quarter of 2024. However, it does remain subject to the satisfaction of certain closing conditions, including clearance of a registration statement with the SEC in connection with our planned spinoff of Graffiti Holding and NASDAQ listing approval for the resulting combined company. Infiction shareholders, as of a to be determined record date, will be able to participate in this spinoff. These participating shareholders will be able to continue to retain their Infiction shares and also receive shares of Graffiti Holding and thereby having ownership endowment. The registration statement in connection with this spinoff was confidentially filed with the SEC yesterday. As we've discussed before, we believe that Infiction isn't being adequately valued in the market. As a result, we've taken steps to execute strategic alternatives this year that we believe will aid in maximizing value for our shareholders over time. Please keep in mind these are two separate independent transactions we are pursuing, which we believe provide upside potential for InFiction shareholders as they have the ability to become part of two separate publicly traded companies. Now let's get into the Damon story. I'm so pleased to introduce Jay Giroux, CEO and co-founder of Damon. Jay?