Valuence Merger Corp. I PRE 14A, filed Apr 20, 2023

Valuence Merger Corp. I (VMCAF)

PRE 14A 2023-04-20 For: 2023-04-20

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☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

☐	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(l) and 0-11.

1.	Proposal No. 1 — The Extension Proposal — as a special resolution, to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (a “business combination”) from June 3, 2023 (the “Current Outside Date”) to [●] (the “Extended Date”) and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors (the “Board”), to elect to further extend the Extended Date in one-month increments up to [●] additional times, or a total of up to [●]months after the Current Outside Date, until up to [●] (each, an “Additional Extended Date”), (the “Extension,” and such proposal, the “Extension Proposal”);

2.	Proposal No. 2 — The Redemption Limitation Amendment Proposal — as a special resolution, to amend the Charter pursuant to an amendment to the Charter in the form set forth in Annex B of the accompanying proxy statement to eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such business combination (collectively, the “Redemption Limitation”) (the “Redemption Limitation Amendment,” and such proposal the “Redemption Limitation Amendment Proposal”);

3.	Proposal No. 3 — The Founder Share Amendment Proposal — as a special resolution, to amend the Charter pursuant to an amendment to the Charter in the form set forth in Annex C of the accompanying proxy statement to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), to convert into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares” or “public shares”) on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment,” and such proposal, the “Founder Share Amendment Proposal”); and

4.	Proposal No. 4 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to (i) permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, the Redemption Limitation Amendment Proposal or the Founder Share Amendment Proposal, or if we otherwise determine that additional time is necessary to effectuate the Extension, which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, the Redemption Limitation Amendment Proposal or the Founder Share Amendment Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting or (ii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the proposals (the “Adjournment Proposal”).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING	2
RISK FACTORS	12
THE EXTRAORDINARY GENERAL MEETING	15
PROPOSAL NO. 1 — THE EXTENSION PROPOSAL	18
PROPOSAL NO. 2 — THE REDEMPTION LIMITATION AMENDMENT PROPOSAL	30
PROPOSAL NO. 3 — THE FOUNDER SHARE AMENDMENT PROPOSAL	32
PROPOSAL NO. 4 — THE ADJOURNMENT PROPOSAL	33
BENEFICIAL OWNERSHIP OF SECURITIES	34
SHAREHOLDER PROPOSALS	35
DELIVERY OF DOCUMENTS TO SHAREHOLDERS	35
WHERE YOU CAN FIND MORE INFORMATION	35
ANNEX A	1
ANNEX B	B-1
ANNEX C	C-1
PRELIMINARY PROXY CARD	36

1.	The Extension Proposal – as a special resolution, to approve the amendment to the Charter in the form set forth in Annex A to extend the date by which the Company must consummate a business combination from the Current Outside Date to the Extended Date and to allow the Company, without another shareholder vote, by resolution of the Board, to elect to further extend the Extended Date to each Additional Extended Date;

2.	The Redemption Limitation Amendment Proposal – as a special resolution, to approve an amendment to the Charter in the form set forth in Annex B to eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash equivalent that may be contained in the agreement relating to, such business combination;

3.	The Founder Share Amendment Proposal – as a special resolution, to approve an amendment to the Charter in the form set forth in Annex C to provide for the right of a holder of the Company’s Class B Ordinary Shares to convert into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder; and

4.	The Adjournment Proposal – as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, the Redemption Limitation Amendment Proposal or the Founder Share Amendment Proposal, or if we otherwise determine that additional time is necessary to effectuate the Extension, which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, the Redemption Limitation Amendment Proposal or the Founder Share Amendment Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting or (ii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the proposals.

●	banks, financial institutions or financial services entities;

●	broker-dealers;

●	taxpayers that are subject to the mark-to-market accounting rules with respect to the public shares;

●	tax-exempt entities;

●	governments or agencies or instrumentalities thereof;

●	insurance companies;

●	regulated investment companies or real estate investment trusts;

●	partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) or pass-through entities (including S Corporations), or persons that hold the public shares through such a partnership or pass-through entity;

●	U.S. expatriates or former long-term residents of the United States;

●	persons that actually or constructively own five percent or more (by vote or value) of the Company’s shares (except as specifically provided below);

●	persons that acquired their public shares pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

●	persons that hold their public shares as part of a straddle, constructive sale, hedge, wash sale, conversion or other integrated or similar transaction;

●	U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; or

●	“specified foreign corporations” (including “controlled foreign corporations”), “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax.

●	an individual who is a citizen or resident of the United States;

●	a corporation that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia;

●	an estate whose income is subject to U.S. federal income tax regardless of its source; or

●	a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.

●	the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for such U.S. Holder’s public shares;

●	the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of the Company’s first taxable year in which the Company was a PFIC, will be taxed as ordinary income;

●	the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder’s other items of income and loss for such year; and

●	an additional amount equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year (described in the third bullet above) of such U.S. Holder.

●	a non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates;

●	a foreign corporation; or

●	an estate or trust that is not a U.S. Holder.

●	If the Extension is not approved and we do not consummate a business combination by June 3, 2023, the 5,502,490 Class B Ordinary Shares held by the Sponsor (whose members include certain of our directors and officers) will be worthless (as the Sponsor has waived liquidation rights with respect to such shares), as will the 2,666,667 private placement warrants held by the Sponsor. The Founder Shares had an aggregate market value of approximately $[●] based on the last sale price of $[●] on Nasdaq on [●], 2023 (the Record Date) and the private placement warrants had an aggregate market value of approximately $[●] based on the last sale price of $[●] on Nasdaq on [●], 2023 (the Record Date);

●	If we do not successfully consummate a business combination, the Sponsor will lose its investment in the Company, which totals $[●] in value as of [●], 2023, the Record Date, and the potential loss of this investment could incentivize the Sponsor and its affiliates to pursue a business combination transaction on unfavorable terms in order to avoid a liquidation and a loss of its investment.

●	All rights specified in the Charter relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination and, if the Extension is not approved and no business combination is completed by June 3, 2023, so that the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions;

●	In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.30 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, less taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

●	None of the Company’s officers or directors has received any cash compensation for services rendered to the Company, and all of the current officers and directors are expected to continue to serve in their roles at least through the date of the Extraordinary General Meeting and may continue to serve following any potential business combination and receive compensation thereafter; and

●	The Sponsor and the Company’s officers and directors and their respective affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing a business combination and, if the Extension is not approved and we do not consummate a business combination by June 3, 2023, they will not have any claim against the Trust Account for reimbursement so that the Company will most likely be unable to reimburse such expenses. As of the date of this proxy statement, the out-of-pocket expenses and outstanding loans are approximately $[●].

●	each person known by us to be a beneficial owner of more than 5% of our outstanding ordinary shares of, on an as-converted basis;

●	each of our officers and directors; and

●	all our executive officers and directors as a group.

Name and Address of Beneficial Owner⁽¹⁾	Number of Class A Ordinary Shares Beneficially Owned		Percentage of Outstanding Class A Ordinary Shares			Number of Class B Ordinary Shares Beneficially Owned		Percentage of Outstanding Class B Ordinary Shares
VMCA Sponsor, LLC ⁽²⁾⁽³⁾		-		-			5,502,490		100	%
Sung Yoon Woo		-		-			-		-
Sungwoo (Andrew) Hyung		-		-			-		-
Sungsik (Sung) Lee		-		-			-		-
Dr. Gene Young Cho		-		-			-		-
Dr. Joong Myung Cho		-		-			-		-
Nelson Gentiletti		-		-			-		-
John Kim		-		-			-		-
Young Min Kim		-		-			-		-
Gary Wunderlich		-		-			-		-
Dr. Zhe Zhang		-		-			-		-
All executive officers and directors as a group (10 individuals)		-		-			5,502,290		100	%
Saba Capital Management, L.P.⁽⁴⁾		1,853,699		8.4	%		-		-
Apollo SPAC Fund I, L.P.⁽⁵⁾		1,501,599		6.8	%		-		-

(1)	Unless otherwise noted, the business address of each of our shareholders listed is c/o Valuence Merger Corp. I, 4 Orinda Way, Suite 100D, Orinda, California, 94563.
(2)	Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment.
(3)	VMCA Sponsor, LLC, our sponsor, is the record holder of 4,302,290 of the shares reported herein and the other 1,200,000 shares reported herein are held of record by Valuence Partners LP. VMCA Sponsor, LLC is the sole general partner of Valuence Partners LP and has voting and investment discretion with respect to the securities held of record by Valuence Partners LP. VMCA Sponsor, LLC is governed and controlled by its co-managing members, Sungsik (Sung) Lee, Sungwoo (Andrew) Hyung, Dr. Gene Young Cho and Credian Partners, Inc., of which Sung Yoon Woo is the sole shareholder. Each co-managing member has the powers, rights, obligations and liabilities of a manager pursuant to the Limited Liability Companies Act of the Cayman Islands. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to VMCA Sponsor, LLC. Based on the foregoing, no director exercises voting or dispositive control over any of the securities held by VMCA Sponsor, LLC. Accordingly, none of them are deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, each has expressly disclaimed any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly. Each of our officers, directors and advisors is, directly or indirectly, a member of our sponsor.
(4)	According to a Schedule 13G filed by such persons as a group with the SEC on March 11, 2022, each of Saba Capital Management, L.P., a Delaware limited partnership, Saba Capital Management GP, LLC, a Delaware limited liability company, and Mr. Boaz R. Weinstein, share voting and dispositive power and may be deemed the beneficial owner of 1,853,699 Class A ordinary shares reported above. The business address for this stockholder is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
(5)	According to a Schedule 13G/A filed by such persons as a group with the SEC on February 13, 2023, each of (i) Apollo SPAC Fund I, L.P.; (ii) Apollo SPAC Management I, L.P.; (iii) Apollo SPAC Management I GP, LLC; (iv) Apollo Capital Management, L.P.; (v) Apollo Capital Management GP, LLC; (vi) Apollo Management Holdings, L.P.; and (vii) Apollo Management Holdings GP, LLC, share voting and dispositive power and may be deemed the beneficial owner of 1,501,599 Class A ordinary shares reported above. The business address for this stockholder is c/o Apollo SPAC Fund I, L.P., One Manhattanville Road, Suite 201, Purchase, New York 10577.

●	If the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at 4 Orinda Way, Suite 100D, Orinda, California, 94563, or (415) 340-0222, to inform us of his or her request; or

●	If a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.

	(a)	to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 percent of the Public Shares if the Company does not consummate a Business Combination within [ ] months (or [ ] months, if applicable under the provisions of this Article 164(b)) from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles; or

	(b)	with respect to any other provision relating to Members’ rights or pre-Business Combination activity,

VALUENCE MERGER CORP. I - THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH PROPOSAL.	Please mark votes as ☒ indicated in this example

	FOR	AGAINST	ABSTAIN
(1) The Extension Proposal - as a special resolution, to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (a “business combination”) from June 3, 2023 (the “Current Outside Date”) to [●] (the “Extended Date”) and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors (the “Board”), to elect to further extend the Extended Date in one-month increments up to [●] additional times, or a total of up to [●] months after the Current Outside Date, until up to [●].	☐	☐	☐
	FOR	AGAINST	ABSTAIN
(2) The Redemption Limitation Amendment Proposal - as a special resolution, to amend the Charter pursuant to an amendment to the Charter in the form set forth in Annex B of the accompanying proxy statement to eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such business combination.	☐	☐	☐
	FOR	AGAINST	ABSTAIN
(3) The Founder Share Amendment Proposal - as a special resolution, to amend the Charter pursuant to an amendment to the Charter in the form set forth in Annex C of the accompanying proxy statement to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), to convert into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares” or “public shares”) on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder.	☐	☐	☐
	FOR	AGAINST	ABSTAIN
(4) The Adjournment Proposal - as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, the Redemption Limitation Amendment Proposal or the Founder Share Amendment Proposal, or if we otherwise determine that additional time is necessary to effectuate the Extension, which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, the Redemption Limitation Amendment Proposal or the Founder Share Amendment Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting or (ii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the proposals.	☐	☐	☐