Second Amendment to Business Combination Agreement, dated as of September 26, 2024, by and among XTI Aerospace, Inc., Grafiti Holding Inc., 1444842 B.C. Ltd. and Damon Motors Inc

Exhibit 2.1

SECOND AmenDMENT TO BUSINESS COMBINATION AGREEMENT

THIS AMENDING AGREEMENT (this “Agreement”) is made and entered into as of September 26, 2024 by and among:

A. XTI Aerospace, Inc., a Nevada corporation (the “Parent”);

B. Grafiti Holding Inc., a British Columbia company (“Spinco”);

C. 1444842 B.C. Ltd., a British Columbia company (“Amalco Sub”); and

D. Damon Motors Inc., a British Columbia company (the “Company”).

The Parent, Spinco, Amalco Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

WHEREAS:

NOW THEREFORE this Agreement witnesses that in consideration of the mutual covenants hereafter contained, the parties hereto covenant and agree with each other that said Combination Agreement is hereby amended effective the day first written above, as follows:

“Spinco and/or the Company, collectively, shall have received legally binding commitments for financing in the amount of no less than $13,000,000 in aggregate gross proceeds, subject to such terms and conditions as the parties to such financing may agree.”

“Notwithstanding the foregoing, in the event any securities holders party to the Company Lock-Up Agreements or the Company Insider Lock-Up Agreements are released early from the lock-up restrictions thereunder as to a portion or all of the shares covered thereby, the lock-up restrictions applicable to the Parent and Spinco Shareholders who are current or former officers, directors, employees or consultants of Spinco (collectively, the “Spinco Insiders”) shall be released at the same time, to the same extent, and in the same proportion as the release applicable to the released shareholders under the Company Lock-Up Agreements or Company Insider Lock-Up Agreements, as the case may be, and this provision shall be added to the form of lock-up agreements applicable to the Parent and the Spinco Insiders accordingly.”

“Spinco shall file a registration statement with the SEC under the Securities Act registering the resale of all shares of Spinco Common Stock held by the Spinco Insiders no later than 30 days following the Closing Date, and shall use commercially reasonable efforts to cause such registration statement to become effective as soon as commercially practicable thereafter. If such registration statement is declared effective prior to the Closing Date, Spinco shall use commercially reasonable efforts thereafter to file any post-effective amendment or supplement thereto as Spinco shall determine, upon the advice of counsel, is reasonably necessary for such registration statement to continue to comply with the applicable requirements of the Securities Act and the rules and regulations thereunder.”

“This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by Spinco and the Company; provided, however, any such written instrument providing for an amendment, supplement or modification that materially and adversely affects the rights of Parent under this Agreement or the rights and interests of the applicable record date shareholders of Parent receiving shares of Spinco pursuant to the Spinout shall also require Parent’s signature.”

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IN WITNESS WHEREOF the parties hereto have executed this Amending Agreement as of the day and year first above written.

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