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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): February 27, 2026
Valuence
Merger Corp. I
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41304 |
|
N/A00-0000000 |
(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
February 27, 2026, Valuence Merger Corp. I (the “Company”) issued a convertible promissory note to VMCA Sponsor, LLC, the
Company’s sponsor (“Sponsor”), in the principal amount of $1,500,000 (the “Note”). The Note bears no interest
and is 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 Note 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 Note 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 to the Sponsor in a private
placement that closed simultaneously with the Company’s initial public offering.
Following
shareholder approval of the Extension Amendment Proposal (described in more detail below), the Sponsor and/or its designee is
required to deposit into the Trust Account approximately $27,794.28 for the initial two-month extension from March 3, 2026 to May 3,
2026, representing the lesser of (x) $56,000 or (y) $0.06 per public share multiplied by 463,238 public shares remaining after redemptions.
Accordingly, on March 4, 2026, the Company will deposit approximately $27,794.28 into the Trust Account.
The
foregoing description of the Note is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1
hereto and is incorporated herein by reference.
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 is incorporated by reference in this Item 2.03.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
February 27, 2026, the Company held the extraordinary general meeting of the Company (the “Meeting”). At the Meeting, the
Company’s shareholders approved a proposal (the “Extension Amendment Proposal”) to amend the Company’s Amended
and Restated Memorandum and Articles of Association (the “Articles”) to extend the date by which the Company must consummate
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination from March 3, 2026 for an
initial two month period to May 3, 2026 and to permit the Company, without another shareholder vote, by resolution of the Company’s
board of directors (“Board”), to elect to further extend the Deadline Date up to ten (10) additional times for an additional
one (1) month each time, provided that VMCA Sponsor, LLC or its designees deposit into the Trust Account (i) on March 4, 2026, with respect
to the initial extension, an amount equal to the lesser of (x) $56,000 or (y) $0.06 per public share multiplied by the number of public
shares outstanding and (ii) one business day following the public announcement by the Company that the Board has elected to further extend
such date for an additional month, an amount equal to the lesser of (x) $28,000 or (y) $0.03 per public share multiplied by the number
of public shares outstanding.
The
vote tabulation for the Extension Amendment Proposal is set forth below.
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 6,540,858 |
|
40,354 |
|
0 |
In
connection with the vote to approve the Extension Amendment Proposal, 1,404,164 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 $5.8 million.
Under
Cayman Islands law, the amendments to the Articles took effect upon approval of the Extension Amendment Proposal. The foregoing description
of the amendments to the Articles is qualified in its entirety by the full text of each of the Amendment to the Amended and Restated
Memorandum and Articles of Association, which is filed as Exhibit 3.1 hereto and is 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. |
| 10.1 |
|
Convertible Promissory Note, dated February 27, 2026, between Valuence Merger Corp. I. and VMCA Sponsor, 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:
March 3, 2026 |
|
|
