8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

OF

THE SECURITIES EXCHANGE ACT OF 1934

Dateof Report (Date of earliest event reported): March 4, 2025

ValuenceMerger Corp. I

(Exactname of registrant as specified in its charter)

4Orinda Way, Suite 100D

Orinda,CA 94563

(Addressof principal executive offices, including zip code)

Registrant’stelephone number, including area code: (415) 340-0222

NotApplicable

(Formername or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item3.01. Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing.

On March 4, 2025, Valuence Merger Corp. I (the “Company”) received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that the Company’s securities will be delisted from Nasdaq by reason of the failure of the Company to complete its initial business combination by February 28, 2025 (or 36 months from the effectiveness of its IPO registration statement) as required by Nasdaq Interpretive Material IM-5101-2 (“IM-5101-2”). Accordingly, trading in the Company’s Class A ordinary shares, units and warrants will be suspended from trading at the opening of business on March 11, 2025, and a Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq.

After delisting from Nasdaq, the Company expects that its Class A ordinary shares, units and warrants will be quoted on the Pink Open Market operated on The OTC Market systems (“OTC Market”) under the symbols “VMCA,” “VMCAU” and “VMCAW,” respectively. There is no guarantee, however, that a broker will continue to make a market in the Company’s securities or that trading thereof will continue on the OTC Market or otherwise.

Notwithstanding the delisting of the Company’s securities from Nasdaq, it remains the intention of the Company to continue to pursue an initial business combination as well as the listing of its Class A ordinary shares and warrants on Nasdaq or another national securities exchange in connection therewith. However, there can be no assurance that an initial business combination will ultimately be successful or that the Company’s securities will ultimately be listed on Nasdaq in connection therewith.

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 hereunto duly authorized.

Dated: March 7, 2025