Valuence Merger Corp. I S-1/A, filed Feb 22, 2022

Valuence Merger Corp. I (VMCAF)

S-1/A 2022-02-22

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Added on October 18, 2026

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Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

Exhibit No.		Description
1.1		Form of Underwriting Agreement.*
3.1		Memorandum and Articles of Association.*
3.2		Amended and Restated Memorandum and Articles of Association.*
4.1		Specimen Unit Certificate.*
4.2		Specimen Class A Ordinary Share Certificate.*
4.3		Specimen Warrant Certificate.*
4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
5.1		Opinion of Walkers (Hong Kong), Cayman Islands legal counsel to the Registrant.**
5.2		Opinion of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Registrant**.
10.1		Promissory Note, dated as of October 4, 2021 issued to Valuence Capital LLC*
10.2		Amended and Restated Promissory Note, dated as of December 31, 2021 issued to Valuence Capital LLC*
10.3		Form of Letter Agreement among the Registrant, its officers and directors and Valuence Capital LLC*
10.4		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.5		Form of Registration Rights Agreement between the Registrant and certain security holders.*
10.6		Securities Subscription Agreement, dated October 4, 2021, between the Registrant and Valuence Capital LLC*
10.7		Form of Private Placement Warrants Purchase Agreements between the Registrant and Valuence Capital LLC and Valuence Partners LP*
10.8		Form of Indemnity Agreement*
14		Form of Code of Ethics.*
23.1		Consent of WithumSmith + Brown, PC*.
23.2		Consent of Walkers (Hong Kong) (included on Exhibit 5.1).**
23.3		Consent of Sheppard, Mullin, Richter & Hampton LLP (included on Exhibit 5.2).**
24		Power of Attorney (included on signature page of this Registration Statement).*
99.1		Form of Audit Committee Charter.*
99.2		Form of Compensation Committee Charter*.
99.3		Form of Nominating and Corporate Governance Charter*.
99.4		Consent of Dr. Joong Myung Cho*
99.5		Consent of Nelson Gentiletti*
99.6		Consent of John Kim*
99.7		Consent of Young Min Kim*
99.8		Consent of Gary Wunderlich*
99.9		Consent of Dr. Zhe Zhang*
107		Filing Fee Table**

(a)	The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)	The undersigned registrant hereby undertakes that:

	(1)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(2)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)	For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

	(4)	For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;

	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

	(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Valuence Merger Corp. I

By:	/s/ Sung Yoon Woo
	Sung Yoon Woo
	Chief Executive Officer

Name	Position	Date

/s/ Sung Yoon Woo	Chief Executive Officer	February 22, 2022
Sung Yoon Woo	(Principal Executive Officer)

/s/ Sungwoo (Andrew) Hyung	Chief Financial Officer	February 22, 2022
Sungwoo (Andrew) Hyung	(Principal Financial and Accounting Officer)

Partners:

Paul Aherne **
John Cartwright *	21 February 2022	Our Ref: NASD/KH/V1366-H22785
Joanne Collett *
Mark Cummings *****
Stuart D’Addona ****	Valuence Merger Corp. I
Nicholas Davies ***	190 Elgin Avenue
Shamar Ennis ***	George Town
James Gaden ****	Grand Cayman KY1-9008
Thomas Granger **	Cayman Islands
Kristen Kwok **
Alice Molan ******
Thomas Pugh *
Andrew Randall **
Rupen Shah *******
Colette Wilkins ***
Denise Wong **

2.	The authorised share capital of the Company is currently US$20,100 divided into 180,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0001 each, 20,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0001 each and 1,000,000 Preference Shares of a nominal or par value of US$0.0001 each and there will be no change to the authorised share capital upon the commencement of the trading of the Company’s Units on the Nasdaq.

3.	The issue and allotment of the Class A Ordinary Shares comprising the Units pursuant to the Registration Statement has been duly authorised. When allotted, issued and fully paid for as contemplated in the Registration Statement and when appropriate entries have been made in the Register of Members of the Company, the Class A Ordinary Shares to be issued by the Company will be validly issued, allotted, fully paid and non-assessable, and there will be no further obligation on the holder of any of the Class A Ordinary Shares to make any further payment to the Company in respect of such Class A Ordinary Shares.

4.	The execution, delivery and performance of the Warrant Documents (as defined in Schedule 1) have been authorised by and on behalf of the Company and, once the Warrant Documents have been executed and unconditionally delivered by the Company will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

5.	The statements under the caption “Cayman Islands taxation” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects. Such statements constitute our opinion.

1.	The Certificate of Incorporation dated 27 August 2021, the Amended and Restated Memorandum and Articles of Association, filed as Exhibit 3.2 to the Registration Statement, to be in effect upon the consummation of the sale of the Class A Ordinary Shares (the “Memorandum and Articles”), the Register of Members and Register of Directors of the Company, copies of which have been provided to us by its registered office in the Cayman Islands (together the “Company Records”).

2.	A Certificate of Good Standing dated 18 February 2022 in respect of the Company issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”).

3.	A copy of executed written resolutions of the Board of Directors of the Company dated 18 February 2022 (the “Resolutions”).

4.	The Registration Statement.

5.	A draft of the form of the warrant agreement and the warrant certificate constituting the Warrants (the “Warrant Documents”).

1.	The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Warrant Documents are genuine and are those of a person or persons given power to execute the Warrant Documents under the Resolutions. All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals.

2.	The Memorandum and Articles of Association reviewed by us are the Memorandum and Articles of Association that will be in effect on the issue and sale of the Units.

3.	The Company Records are complete and accurate and all matters required by law and the Memorandum and Articles to be recorded therein are completely and accurately so recorded.

4.	Each of the Registration Statement and the Warrant Documents will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue and sale of the Units and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands).

5.	The conversion of any shares in the capital of the Company will be effected via legally available means under Cayman Islands law.

	(a)	enforcement of obligations and the priority of obligations may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium and other laws of general application relating to or affecting the rights of creditors or by prescription or lapse of time;

	(b)	enforcement may be limited by general principles of equity and, in particular, the availability of certain equitable remedies such as injunction or specific performance of an obligation may be limited where a Court considers damages to be an adequate remedy;

	(c)	claims may become barred under statutes of limitation or may be or become subject to defences of set-off, counterclaim, estoppel and similar defences;

	(d)	where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of, or contrary to the public policy of, that jurisdiction;

	(e)	a judgment of a Court may be required to be made in Cayman Islands dollars;

	(f)	to the extent that any provision of the Document is adjudicated to be penal in nature, it will not be enforceable in the Courts; in particular, the enforceability of any provision of the Document that is adjudicated to constitute a secondary obligation which imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation may be limited;

	(g)	to the extent that the performance of any obligation arising under the Document would be fraudulent or contrary to public policy, it will not be enforceable in the Courts;

	(h)	in the case of an insolvent liquidation of the Company, its liabilities are required to be translated into the functional currency of the Company (being the currency of the primary economic environment in which it operated as at the commencement of the liquidation) at the exchange rates prevailing on the date of commencement of the voluntary liquidation or the day on which the winding up order is made (as the case may be);

	(i)	a Court will not necessarily award costs in litigation in accordance with contractual provisions in this regard;

	(j)	the effectiveness of terms in the Document excusing any party from a liability or duty otherwise owed or indemnifying that party from the consequences of incurring such liability or breaching such duty shall be construed in accordance with, and shall be limited by, applicable law, including generally applicable rules and principles of common law and equity.

	Very truly yours,

	/s/ SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
	Sheppard, Mullin, Richter & Hampton LLP

*	Previously filed.
**	Filed herewith.