[8-K] Valuence Merger Corp. I Unit Reports Material Event

Rhea-AI Filing Summary

Taboola.com Ltd. (TBLA) – Form 144 Filing Overview

Director Lynda Clarizio has filed a Form 144 indicating her intent to sell up to 14,803 common shares of Taboola.com Ltd. through Morgan Stanley Smith Barney on or about 07 July 2025. At the most recent market price disclosed in the filing, the transaction is valued at $54,327.01. The proposed sale represents approximately 0.0046 % of the company’s 321,404,866 shares outstanding.

The filing also lists prior open-market sales by Clarizio during the past three months:

• 06/30/2025 – 14,802 shares for $54,323.34
• 06/23/2025 – 19,370 shares for $69,927.64
• 06/18/2025 – 15,000 shares for $54,765.00
• 06/11/2025 – 10,000 shares for $36,012.00
• 06/10/2025 – 7,000 shares for $24,817.10

Including the proposed sale, Clarizio has either sold or signalled the intent to sell 80,975 shares since 10 June 2025, generating or targeting proceeds of roughly $239,172. All shares being sold were originally acquired on 30 June 2023 as restricted stock.

No additional financial metrics, earnings information, or corporate developments are disclosed in this filing. The filer certifies that she is unaware of any undisclosed material adverse information regarding Taboola.

Investor takeaway: While insider selling can raise caution, the volume is immaterial relative to Taboola’s total float. The filing does not, by itself, signal any change in the company’s fundamentals.

Positive

• None.

Negative

• Continued insider selling: Director Lynda Clarizio has sold or intends to sell 80,975 shares within three months, which may create mild negative sentiment despite being immaterial to float.

Insights

Equity Insider-Trading Analyst

TL;DR: Small, routine insider sale; limited impact on TBLA valuation.

The proposed 14.8k-share disposition plus 66k shares already sold equals <0.03 % of Taboola’s float—too small to affect liquidity or control. Proceeds (~$54k) indicate a personal portfolio move rather than strategic divestiture. Because the shares stem from prior restricted-stock grants vested two years ago, tax-planning or diversification is plausible, but motive is not stated. No concurrent negative disclosures accompany the notice. Historically, Form 144 activity of this magnitude has negligible price impact unless part of a wider selling trend by multiple insiders, which is not shown here.

Portfolio Risk Manager

TL;DR: Insider selling trend worth monitoring but currently immaterial.

Five completed sales in June plus today’s notice reveal a cadence of weekly disposals by Director Clarizio. Although cumulative volume remains tiny versus 321 M outstanding, repeated transactions can influence sentiment if other insiders follow. Absent adverse operational data, I classify the event as low-impact; however, a cluster of insider sells could become a soft bearish signal. For now, the sale neither alters float dynamics nor suggests liquidity stress for TBLA.

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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): July 3, 2025

Valuence Merger Corp. I

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41304		00-0000000 N/A
(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 8.01. Other Events

On July 3, 2025, the board of directors (the “Board”) of Valuence Merger Corp. I (the “Company”) approved an extension of the date by which the Company has to consummate an initial business combination by an additional month, from July 3, 2025 to August 3, 2025, the twelfth of 19 potential one-month extensions available to the Company. In connection with such extension, the Company caused to be deposited an additional $28,011 into the Company’s trust account. As previously disclosed, the Company’s Amended and Restated Memorandum and Articles of Association, as amended, provides the Company the right to extend such date, monthly, to up to March 3, 2026, by resolution of the Board.

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, 2025

FAQ

Why did Taboola (TBLA) file a Form 144 on 07/07/2025?

Director Lynda Clarizio filed notice of intent to sell 14,803 common shares valued at about $54,327 on or after that date.

How many Taboola shares has Lynda Clarizio recently sold?

The filing lists 66,172 shares sold between 10 June and 30 June 2025, plus an additional 14,803 shares planned, totaling 80,975 shares.

What percentage of Taboola’s outstanding shares does the proposed sale represent?

Approximately 0.0046 % of the company’s 321,404,866 outstanding shares.

Who is executing the sale of TBLA shares?

Morgan Stanley Smith Barney LLC’s Executive Financial Services desk at 1 New York Plaza will broker the transaction.

Were the shares being sold recently acquired?

No. All shares were acquired as restricted stock on 30 June 2023.

Is the Form 144 filing linked to any undisclosed negative news?

The filer attests that she is unaware of any non-public material adverse information about Taboola.