8-K
Valuence Merger Corp. I (VMCAF)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
PURSUANTTO SECTION 13 OR 15(d)
OFTHE SECURITIES EXCHANGE ACT OF 1934
Dateof Report (Date of earliest event reported): April 21, 2022
ValuenceMerger Corp. I
(Exactname of registrant as specified in its charter)
| Cayman Islands | 001-41304 | N/A |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Nameof 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 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. ☐
Item8.01. Other Events.
On April 21, 2022, Valuence Merger Corp. I (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and warrants (the “Warrants”) included in the Units commencing on or about April 22, 2022. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable Warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “VMCAU”, and the Class A Ordinary Shares and Warrants will separately trade on Nasdaq under the symbols “VMCA” and “VMCAW”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBITINDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated April 21, 2022. |
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.
| VALUENCE MERGER CORP. I | |
|---|---|
| By: | /s/ Sungwoo (Andrew) Hyung |
| Name: | Sungwoo (Andrew) Hyung |
| Title: | Chief Financial Officer and Director |
Dated: April 21, 2022
Exhibit99.1
ValuenceMerger Corp. I Announces the Separate Trading of its Ordinary Shares and Warrants, Commencing April 22, 2022
NEW YORK, April 21, 2022 (GLOBE NEWSWIRE) – Valuence Merger Corp. I (NASDAQ: VMCAU) (the “Company”) today announced that, commencing April 22, 2022, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “VMCA” and “VMCAW,” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “VMCAU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2022. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from SVB Securities LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at 1-800-808-7525, ext. 6105, or by email at syndicate@svbleerink.com.
Contact
Sung Yoon Woo
CEO, Valuence Merger Corp. I
(415) 340-0222
IR@valuencecap.com