How much related-party debt did Valuence Merger Corp. I settle with CPC I, CPC I Parallel and NovoCG?

The company settled advances classified as related-party debt totaling $1,570,000. This included $446,900 owed to CPC I, $373,100 to CPC I Parallel and $750,000 to NovoCG. These balances were exchanged into new zero-interest convertible promissory notes dated June 30, 2026.

Valuence Merger Corp. I (VMCAF) swaps sponsor debt for new zero-interest convertible notes

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Valuence Merger Corp. I restructured its related-party financing arrangements on June 30, 2026. The company and its sponsor terminated an unused February 2026 convertible promissory note with a principal amount of up to $1,500,000, with no amounts ever drawn.

Through an Omnibus Note Exchange and Debt Conversion Agreement, the company canceled a fully drawn June 2024 note with principal of up to $300,000 and settled advances from CPC I, CPC I Parallel and NovoCG totaling $1,570,000. In exchange, it issued three new zero-interest convertible promissory notes with principals of up to $1,500,000, $1,500,000 and $3,000,000, respectively, carrying initial deemed drawdown balances of $528,650, $441,350 and $900,000.

The new notes mature at the earlier of the company’s initial business combination or liquidation and may, at maturity, be converted at the holders’ option into warrants at $1.50 per warrant, subject to an aggregate $1,500,000 cap on conversions of notes held by the sponsor and its affiliates.

8-K Event Classification

4 items: 1.01, 1.02, 2.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Terminated February 2026 Note capacity: $1,500,000 principal Canceled June 2024 Note principal: $300,000 principal CPC I related-party advance: $446,900 +6 more

9 metrics

Terminated February 2026 Note capacity $1,500,000 principal Convertible promissory note to Sponsor; no amounts drawn

Canceled June 2024 Note principal $300,000 principal Fully drawn convertible promissory note to Sponsor

CPC I related-party advance $446,900 Advance from Related Party balance settled under Omnibus Agreement

CPC I Parallel related-party advance $373,100 Advance from Related Party balance settled under Omnibus Agreement

NovoCG related-party advance $750,000 Advance from Related Party balance settled under Omnibus Agreement

Initial drawdown on CPC I new note $528,650 Deemed drawdown on up to $1,500,000 zero-interest note

Initial drawdown on CPC I Parallel new note $441,350 Deemed drawdown on up to $1,500,000 zero-interest note

Initial drawdown on NovoCG new note $900,000 Deemed drawdown on up to $3,000,000 zero-interest note

Warrant conversion price $1.50 per warrant Conversion price for New Notes at maturity

Key Terms

Mutual Note Termination Agreement, Omnibus Note Exchange and Debt Conversion Agreement, convertible promissory note, Advance from Related Party, +2 more

6 terms

Mutual Note Termination Agreement financial

"entered into a Mutual Note Termination Agreement (the “Termination Agreement”) with VMCA Sponsor, LLC"

Omnibus Note Exchange and Debt Conversion Agreement financial

"entered into an Omnibus Note Exchange and Debt Conversion Agreement (the “Omnibus Agreement”)"

convertible promissory note financial

"the Convertible Promissory Note, dated June 4, 2024, issued by the Company"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

Trust Account financial

"trust account established in connection with the Company’s initial public offering (the “Trust Account”)"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

initial business combination financial

"upon the earlier of (a) the date of the consummation of the Company’s initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

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Understanding 8-K Material Events →

Available on EDGAR 07/07/2026 - 04:06 PM Accepted by SEC EDGAR 07/07/2026 - 04:05 PM

FAQ

What financing agreements did Valuence Merger Corp. I (VMCAF) terminate on June 30, 2026?

Valuence Merger Corp. I terminated a February 2026 convertible promissory note with up to $1,500,000 principal and canceled a fully drawn June 2024 note with up to $300,000 principal. These changes occurred under a Mutual Note Termination Agreement and an Omnibus Note Exchange and Debt Conversion Agreement.

What are the key terms of the new convertible promissory notes issued by VMCAF?

Valuence issued three new zero-interest convertible promissory notes: up to $1,500,000 to CPC I, up to $1,500,000 to CPC I Parallel and up to $3,000,000 to NovoCG. Initial deemed drawdowns are $528,650, $441,350 and $900,000, respectively, all dated June 30, 2026.

When do Valuence Merger Corp. I’s new convertible notes mature?

The new notes mature on the earlier of the company’s initial business combination or its liquidation. This date is defined as the Maturity Date. Repayment if no business combination occurs must come from funds outside the Trust Account or the notes may be forfeited or forgiven.

How can the new Valuence Merger Corp. I notes convert into warrants?

Upon maturity, the outstanding principal of the new notes may convert into warrants at $1.50 per warrant, at the option of the sponsor or affiliates. The maximum aggregate conversion for all convertible notes issued to the sponsor or its affiliates is capped at $1,500,000 in principal.

Do the new Valuence Merger Corp. I convertible notes bear interest?

The new convertible promissory notes bear no interest. They are repayable in full at the earlier of completing an initial business combination or liquidation, with potential repayment limitations if only Trust Account funds are available, and carry optional conversion into private placement-style warrants at maturity.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 30, 2026

Valuence Merger Corp. I

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41304

N/A 00-0000000

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4 Orinda Way, Suite 100D

Orinda, CA 94563

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (415) 340-0222

Not Applicable

(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: None.

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 1.01. Entry into a Material Definitive Agreement.

On June 30, 2026, Valuence Merger Corp. I (the “Company”), entered into a Mutual Note Termination Agreement (the “Termination Agreement”) with VMCA Sponsor, LLC (the “Sponsor”), pursuant to which the Company and the Sponsor agreed to terminate the Convertible Promissory Note, dated February 27, 2026, issued by the Company to the Sponsor in the principal amount of up to $1,500,000 (the “February 2026 Note”). No amounts had been drawn down, and no principal or other amount was outstanding, under the February 2026 Note.

Also on June 30, 2026, the Company entered into an Omnibus Note Exchange and Debt Conversion Agreement (the “Omnibus Agreement”) with the Sponsor, CPC Sponsor Opportunities I, LP (“CPC I”), CPC Sponsor Opportunities I (Parallel), LP (“CPC I Parallel”) and NovoCG, LLC (“NovoCG”), pursuant to which the parties agreed to restructure certain outstanding related-party indebtedness and advances of the Company. Pursuant to the Omnibus Agreement, the parties agreed to cancel, extinguish and terminate the Convertible Promissory Note, dated June 4, 2024, issued by the Company to the Sponsor in the principal amount of up to $300,000 (the “June 2024 Note”), which had been fully drawn and remained outstanding.

In connection with the Omnibus Agreement, the parties also agreed to settle and discharge outstanding balances classified as “Advance from Related Party” on the Company’s books and records owed to CPC I, CPC I Parallel and NovoCG in the amounts of $446,900, $373,100 and $750,000, respectively, for an aggregate advance balance of $1,570,000.

In consideration for the cancellation of the June 2024 Note and settlement of the related-party advances, the Company issued three new convertible promissory notes, each dated June 30, 2026: (i) a note to CPC I in the principal amount of up to $1,500,000, with an initial deemed drawdown balance of $528,650; (ii) a note to CPC I Parallel in the principal amount of up to $1,500,000, with an initial deemed drawdown balance of $441,350; and (iii) a note to NovoCG in the principal amount of up to $3,000,000, with an initial deemed drawdown balance of $900,000 (collectively, the “New Notes”). The New Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination or (b) the date of the Company’s liquidation (the earlier of such date, the “Maturity Date”). If the Company does not consummate an initial business combination by the Maturity Date, the New Notes will be repaid only from funds held outside of the trust account established in connection with the Company’s initial public offering (the “Trust Account”) or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding principal balance of the New Notes may be converted into warrants, at a price of $1.50 per warrant, at the option of the Sponsor, provided that the maximum aggregate conversion of all convertible notes issued to the Sponsor or its affiliates may not exceed $1.5 million. Such warrants will have terms identical to the warrants issued by the Company in a private placement that closed simultaneously with the Company’s initial public offering.

The foregoing descriptions of the Termination Agreement, the Omnibus Agreement and the New Notes are qualified in their entirety by reference to the Termination Agreement, the Omnibus Agreement and the New Notes, copies of which are attached as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 hereto and are incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K with respect to the Termination Agreement and the Omnibus Agreement is incorporated by reference in this Item 1.02.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K with respect to the New Notes is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Mutual Note Termination Agreement, dated June 30, 2026, by and between Valuence Merger Corp. I and VMCA Sponsor, LLC.
10.2		Omnibus Note Exchange and Debt Conversion Agreement, dated June 30, 2026, by and among Valuence Merger Corp. I, VMCA Sponsor, LLC, CPC Sponsor Opportunities I, LP, CPC Sponsor Opportunities I (Parallel), LP and NovoCG, LLC.
10.3		Convertible Promissory Note, dated June 30, 2026, between Valuence Merger Corp. I and CPC Sponsor Opportunities I, LP.
10.4		Convertible Promissory Note, dated June 30, 2026, between Valuence Merger Corp. I and CPC Sponsor Opportunities I (Parallel), LP.
10.5		Convertible Promissory Note, dated June 30, 2026, between Valuence Merger Corp. I and NovoCG, LLC.
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: July 7, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents