VMCAF · Valuence Merger Corp. I
Substantial doubt about the company's ability to continue as a going concern.
“Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of the Combination Period (up to March 3, 2027, if we, without shareholder approval, elect to further extend the Combination Period monthly to such deadline). Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this Quarterly Report.”View the 10-Q filed Aug 14, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 4 and 5. Form 3 supplies initial ownership rather than a trade; Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2024-06-03 | VMCA Sponsor, LLC |
Director, 10% Owner |
Other↓
Filing footnotes — Class B Ordinary Shares (Direct)
In accordance with the Issuer's amended and restated memorandum and articles of association, as amended, on June 3, 2024, the Reporting Person elected to convert an aggregate of 5,502,488 Class B ordinary shares into Class A ordinary shares on a one-for-one basis for no consideration. Due to administrative error, the Reporting Person's Form 4 filed on February 23, 2023 reported 4,302,290 Class B ordinary shares directly owned by the Reporting Person instead of the correct amount of 4,302,490 Class B ordinary shares. The Class B ordinary shares have no expiration date and are convertible into Class A ordinary shares at any time and from time to time upon the election of the holder on or automatically upon the consummation of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-262246). VMCA Sponsor, LLC (the "Sponsor") is the record holder of the securities reported herein, except with respect to 1,200,000 shares, which are held of record by Valuence Partners LP. The Sponsor 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. The Sponsor is governed by a board of managers consisting of four managers: Credian Partners, Inc., Sungsik ("Sung") Lee, Sungwoo ("Andrew") Hyung and Gene Young Cho. Any action by the Sponsor with respect to the Issuer's securities held by it, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of Issuer's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the shares held by the Sponsor. |
Class B Ordinary Shares
|
4,302,489 |
| 2024-06-03 | VMCA Sponsor, LLC |
Director, 10% Owner |
Other↑
Filing footnotes — Class A Ordinary Shares (Direct)
In accordance with the Issuer's amended and restated memorandum and articles of association, as amended, on June 3, 2024, the Reporting Person elected to convert an aggregate of 5,502,488 Class B ordinary shares into Class A ordinary shares on a one-for-one basis for no consideration. Due to administrative error, the Reporting Person's Form 4 filed on February 23, 2023 reported 4,302,290 Class B ordinary shares directly owned by the Reporting Person instead of the correct amount of 4,302,490 Class B ordinary shares. VMCA Sponsor, LLC (the "Sponsor") is the record holder of the securities reported herein, except with respect to 1,200,000 shares, which are held of record by Valuence Partners LP. The Sponsor 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. The Sponsor is governed by a board of managers consisting of four managers: Credian Partners, Inc., Sungsik ("Sung") Lee, Sungwoo ("Andrew") Hyung and Gene Young Cho. Any action by the Sponsor with respect to the Issuer's securities held by it, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of Issuer's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the shares held by the Sponsor. |
Class A Ordinary Shares
|
4,302,489 |
| 2024-06-03 | VMCA Sponsor, LLC |
Director, 10% Owner |
Other↓
Filing footnotes — Class B Ordinary Shares (Indirect)
In accordance with the Issuer's amended and restated memorandum and articles of association, as amended, on June 3, 2024, the Reporting Person elected to convert an aggregate of 5,502,488 Class B ordinary shares into Class A ordinary shares on a one-for-one basis for no consideration. The Class B ordinary shares have no expiration date and are convertible into Class A ordinary shares at any time and from time to time upon the election of the holder on or automatically upon the consummation of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-262246). VMCA Sponsor, LLC (the "Sponsor") is the record holder of the securities reported herein, except with respect to 1,200,000 shares, which are held of record by Valuence Partners LP. The Sponsor 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. The Sponsor is governed by a board of managers consisting of four managers: Credian Partners, Inc., Sungsik ("Sung") Lee, Sungwoo ("Andrew") Hyung and Gene Young Cho. Any action by the Sponsor with respect to the Issuer's securities held by it, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of Issuer's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the shares held by the Sponsor. |
Class B Ordinary Shares
(I)
|
1,199,999 |
| 2024-06-03 | VMCA Sponsor, LLC |
Director, 10% Owner |
Other↑
Filing footnotes — Class A Ordinary Shares (Indirect)
In accordance with the Issuer's amended and restated memorandum and articles of association, as amended, on June 3, 2024, the Reporting Person elected to convert an aggregate of 5,502,488 Class B ordinary shares into Class A ordinary shares on a one-for-one basis for no consideration. VMCA Sponsor, LLC (the "Sponsor") is the record holder of the securities reported herein, except with respect to 1,200,000 shares, which are held of record by Valuence Partners LP. The Sponsor 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. The Sponsor is governed by a board of managers consisting of four managers: Credian Partners, Inc., Sungsik ("Sung") Lee, Sungwoo ("Andrew") Hyung and Gene Young Cho. Any action by the Sponsor with respect to the Issuer's securities held by it, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of Issuer's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the shares held by the Sponsor. |
Class A Ordinary Shares
(I)
|
1,200,000 |
| 2022-04-14 | VMCA Sponsor, LLC |
Director, 10% Owner |
Other↓
Filing footnotes — Class B Ordinary Shares (Direct)
The Class B Ordinary Shares are convertible for the Issuer's Class A ordinary shares, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-262246) (the "Registration Statement") and have no expiration date. On April 14, 2022, VMCA Sponsor, LLC (f/k/a Valuence Capital, LLC) (the "Sponsor") forfeited at no cost 247,510 Class B ordinary shares, par value $0.0001 per share, of the Issuer (the "Class B Ordinary Shares") in connection with the election by the underwriters of the Issuer's initial public offering of units to exercise an option granted to them to cover over-allotments in part and not in full. The Sponsor is the record holder of the securities reported herein, except with respect to 1,200,000 Class B Ordinary Shares, which are held of record by Valuence Partners LP. The Sponsor 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. The Sponsor is governed by a board of managers consisting of four managers: Credian Partners, Inc., Sungsik ("Sung") Lee, Sungwoo ("Andrew") Hyung and Gene Young Cho. Any action by the Sponsor with respect to the Issuer's securities held by it, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of Issuer's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the Class B Ordinary Shares held by the Sponsor. |
Class B Ordinary Shares
|
247,510 |