10-Q/A
Valuence Merger Corp. I (VMCAF)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
Amendment No. 1
(MarkOne)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2023
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
Commission
File No. 001-41304
VALUENCE
MERGER CORP. I
(Exact name of registrant as specified in its charter)
| Cayman Islands | N/A | |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (I.R.S. Employer<br><br> <br>Identification No.) | |
| 4 Orinda Way, Suite 100D<br><br> <br>Orinda, CA 94563 | ||
| --- | ||
| (Address of Principal Executive Offices, including zip code) | ||
| Registrant’s telephone number, including area code: (415) 340-0222 | ||
| --- | ||
| N/A | ||
| --- | ||
| (Former name, former address and former fiscal year, if changed since last report) | ||
| Securities registered pursuant to Section 12(b) of the Act: | ||
| --- | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | VMCAU | Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 | VMCA | Nasdaq Stock Market LLC |
| Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | VMCAW | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ | Large<br> accelerated filer | ☐ | Accelerated<br> filer |
|---|---|---|---|
| ☒ | Non-accelerated<br> filer | ☒ | Smaller<br> reporting company |
| ☒ | Emerging<br> 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐
As
of May 15, 2023 there were 22,009,963 shares of Class A ordinary shares, par value $0.0001 per share, and 5,502,490 shares of Class B ordinary shares, $0.0001 par value per share, issued and outstanding.
EXPLANATORY
NOTE
Valuence Merger Corp. I (the “Company”) is filing this Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the “Amendment”) to amend its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, originally filed with the Securities and Exchange Commission (“SEC”) on May 15, 2023 (the “Original Filing”) solely for the purpose of filing revised certifications by the Company’s principal executive officer and principal financial officer, as Exhibits 31.1 and 31.2 herewith, to correct an inadvertent omission of certain language regarding internal control over financial reporting required to be included in such certifications by Item 601(b)(31)(i) of Regulation S-K. The Amendment consists solely of the preceding cover page, this explanatory note, the signature page and paragraphs 1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment. Because no financial statements have been included in the Amendment, paragraph 3 of each of the certifications set forth in the exhibits has been omitted.
The Amendment does not reflect events occurring after the date of the filing of the Original Filing or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original Filing.
| 2 |
| --- |
PART
II-OTHER INFORMATION
ITEM
- EXHIBITS
| 3 |
| --- |
PART
III - SIGNATURES
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.
| VALUENCE MERGER CORP. I | ||
|---|---|---|
| Date:<br> July 21, 2023 | By: | /s/ Sung Yoon Woo |
| Name: | Sung<br> Yoon Woo | |
| Title: | Chief<br> Executive Officer | |
| (Principal<br> Executive Officer) | ||
| Date:<br> July 21, 2023 | By: | /s/ Sungwoo (Andrew) Hyung |
| Name: | Sungwoo<br> (Andrew) Hyung | |
| Title: | Chief<br> Financial Officer | |
| (Principal<br> Financial and Accounting Officer) |
| 4 |
| --- |
Exhibit31.1
CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER
PURSUANTTO RULE 13A-14(A) AND 15(D)-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
ASADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sung Yoon Woo, certify that:
| 1. | I<br> have reviewed this quarterly report on Form 10-Q/A for the quarter ended March 31, 2023 of Valuence Merger Corp. I; |
|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report; |
| 3. | Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report; |
| 4. | The<br> registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined<br> in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to<br> ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during<br> the period in which this report is being prepared; |
| --- | --- |
| b) | Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and |
| d) | Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br> persons performing the equivalent functions): |
| --- | --- |
| a) | All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and |
| --- | --- |
| b) | Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting. |
| Date:<br> July 21, 2023 | |
| --- | --- |
| /s/ Sung Yoon Woo | |
| Sung<br> Yoon Woo | |
| Chief<br> Executive Officer | |
| (Principal<br> Executive Officer) |
Exhibit31.2
CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER
PURSUANTTO RULE 13A-14(A) AND 15(D)-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
ASADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sungwoo (Andrew) Hyung, certify that:
| 1. | I<br> have reviewed this quarterly report on Form 10-Q/A for the quarter ended March 31, 2023 of Valuence Merger Corp. I; |
|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report; |
| 3. | Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report; |
| 4. | The<br> registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined<br> in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to<br> ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during<br> the period in which this report is being prepared; |
| --- | --- |
| b) | Designed such internal control over<br> financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide<br> reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and |
| d) | Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br> persons performing the equivalent functions): |
| --- | --- |
| a) | All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and |
| --- | --- |
| b) | Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting. |
| Date:<br> July 21, 2023 | |
| --- | --- |
| /s/ Sungwoo (Andrew) Hyung | |
| Sungwoo<br> (Andrew) Hyung | |
| Chief<br> Financial Officer | |
| (Principal<br> Financial Officer and Principal Accounting Officer) |