Valuence Merger Corp. I 8-K, filed Jun 1, 2023
Valuence Merger Corp. I (VMCAF)
About this 8-K
Valuence Merger Corp. I filed this 8-K on June 1, 2023, reporting on events of May 25, 2023.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| N/A | ||||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
(Former name 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement 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) | Name of each exchange on which registered | ||
| Stock Market LLC | ||||
| Stock Market LLC | ||||
| 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.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 is incorporated by reference in this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 25, 2023, Valuence Merger Corp. I (the “Company”) held the extraordinary general meeting of the Company (the “Meeting”). Holders of 23,240,304 of the Company’s ordinary shares were represented in person or by proxy at the Meeting, which represents approximately 84.5% of the ordinary shares issued and outstanding and entitled to vote as of the record date of April 24, 2023.
At the Meeting, the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to provide the Company with the right to extend the date by which the Company must consummate its initial business combination (the “Extension”), from June 3, 2023 (the “Current Outside Date”) to September 3, 2023 (the “Extended Date”), and to allow the Company, without another shareholder vote, by resolution of the board of directors of the Company, to elect to further extend the Extended Date in one-month increments up to eighteen (18) additional times, or a total of up to twenty-one (21) months after the Current Outside Date, until up to March 3, 2025 (each, an “Additional Extended Date”) (the “Extension,” and such proposal, the “Extension Proposal”). The Company’s shareholders also approved a proposal (the “Redemption Limitation Amendment Proposal”) to amend the Articles 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. The Company’s shareholders also approved a proposal (the “Founder Share Amendment Proposal”) to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert such shares into Class A ordinary shares, par value $0.0001 per share, 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 vote tabulation for the Extension Proposal, Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal is set forth below.
Approval of Proposal 1-Extension Proposal
| Votes For | Votes Against | Abstentions | ||||||
| 16,803,785 | 6,436,519 | 0 | ||||||
Approval of Proposal 2-Redemption Limitation Amendment Proposal
| Votes For | Votes Against | Abstentions | ||||||
| 20,451,346 | 2,788,958 | 0 | ||||||
Approval of Proposal 3-Founder Share Amendment Proposal
| Votes For | Votes Against | Abstentions | ||||||
| 20,451,346 | 2,788,958 | 0 | ||||||
In connection with the vote to approve the Extension Proposal, 15,799,245 Class A ordinary shares were presented for redemption. After the satisfaction of such redemptions, the balance in the Company’s trust account will be approximately $65.7 million.
Under Cayman Islands law, the amendments to the Articles took effect upon approval of the Extension Proposal, Founder Share Amendment Proposal and Redemption Limitation Amendment Proposal. The foregoing description of the amendments to the Articles is qualified in its entirety by the full text of each of the Amendments to the Amended and Restated Memorandum and Articles of Association, which are filed as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
Number |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Memorandum and Articles of Association of Valuence Merger Corp. I. | |
| 3.2 | Certificate of Amendment to the Amended and Restated Memorandum and Articles of Association of Valuence Merger Corp. I. | |
| 3.3 | Certificate of Amendment to the Amended and Restated Memorandum and Articles of Association of Valuence Merger Corp. I | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 1, 2023 | ||
exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
VALUENCE MERGER CORP. I
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
FIRST RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 164 in its entirety and the insertion of the following language in its place:
| “164(a). | In the event that the Company does not consummate a Business Combination within 18 months (or 36 months, if applicable under the provisions of Article 164) from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the funds held in the Trust Fund and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining Members and the Board, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.”; and |
“164(b). In the event that any amendment is made to the Articles:
| (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 18 months (or 36 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, |
each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the funds held in the Trust Fund and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.
Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination within 18 months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to 18 times by an additional one month each time after the 18th month from the closing of the IPO, by resolution of the Directors until 36 months from the closing of the IPO.”
SECOND RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing definition of “Sponsor” in Article 1 in its entirety and the insertion of the following language in its place:
““Sponsor” means VMCA Sponsor, LLC.”
Exhibit 3.2
AMENDMENT
TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
VALUENCE MERGER CORP. I
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
FIRST, RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 161 in its entirety and the insertion of the following language in its place:
| “161. | At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”; and |
SECOND, RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 162 in its entirety and the insertion of the following language in its place:
| “162. | Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Fund (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated.” |
exhibit 3.3
AMENDMENT
TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
VALUENCE MERGER CORP. I
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
FIRST, RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 13 in its entirety and the insertion of the following language in its place:
| “13. | Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”) at any time and from time to time prior to the consummation of a Business Combination at the election of the holders of the Class B Shares.”; and |
SECOND, RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 166 in its entirety and the insertion of the following language in its place:
| “166. | Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 13 where the holders of such Shares have waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Directors shall not issue additional Shares or any other securities that would entitle the holders thereof to (i) receive funds from the Trust Fund or (ii) vote as a class with Public Shares on any Business Combination.” |