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Valuence Merger Corp. I files its annual report detailing its status as a blank check company still seeking an initial business combination. After multiple extensions and heavy redemptions, it has $23.2 million in the trust as of December 31, 2025.
Public shareholders who ultimately liquidate could receive an estimated $12.43 per share, but warrants would expire worthless. Redemptions have reduced Class A shares subject to redemption to 463,238, and the company’s securities have been delisted from Nasdaq and now trade on the OTC Pink.
The report highlights substantial reliance on sponsor loans and extension contributions, ongoing going concern risks if no business combination is completed by the extended deadlines through up to March 3, 2027, and lays out a strategy focused on Asia-based life sciences and sustainable technology targets.
Valuence Merger Corp. I entered into a $1,500,000 convertible promissory note with its sponsor, VMCA Sponsor, LLC. The note bears no interest and is due upon the earlier of the company’s initial business combination or liquidation, and may be converted into warrants at $1.50 per warrant.
Shareholders approved an amendment to extend the deadline to complete a business combination from March 3, 2026 to May 3, 2026, with the option for up to ten additional one-month extensions. The sponsor must fund the trust for each extension, including an initial deposit of approximately $27,794.28 on March 4, 2026. In the vote, 6,540,858 shares supported the extension, and 1,404,164 Class A ordinary shares were redeemed, leaving about $5.8 million in the trust account.
Valuence Merger Corp. I is asking shareholders at a February 27, 2026 extraordinary meeting to approve an extension of the SPAC’s deadline to complete a business combination. The current March 3, 2026 deadline would move to May 3, 2026, with the board able to add up to ten further one‑month extensions to March 3, 2027.
Each extension requires VMCA Sponsor, LLC or its designees to loan money into the trust account, up to a maximum of $336,000, via non‑interest‑bearing convertible notes that may later convert into warrants. Public shareholders may redeem shares for cash at an estimated $12.47 per share, regardless of how they vote. If the extension is not approved or not implemented, the SPAC would redeem all public shares and liquidate instead of pursuing a deal.
Valuence Merger Corp. I disclosed that its board approved another one-month extension of the deadline to complete an initial business combination, moving the date from February 3, 2026 to March 3, 2026. This is the nineteenth and final one-month extension available to the company.
To implement this extension, the company deposited an additional $28,011 into its trust account. Under its Amended and Restated Memorandum and Articles of Association, the company has been permitted to extend the deadline monthly by board resolution, up to March 3, 2026.
Valuence Merger Corp. I reported that its board of directors approved another one-month extension of the deadline to complete an initial business combination. The deadline moved from January 3, 2026 to February 3, 2026, representing the eighteenth of up to nineteen one-month extensions available to the company.
In connection with this extension, the company deposited an additional $28,011 into its trust account. Under its Amended and Restated Memorandum and Articles of Association, as amended, the company may continue to extend the deadline on a monthly basis, by board resolution, up to March 3, 2026.
Valuence Merger Corp. I reported that its board of directors approved another one‑month extension of the deadline to complete its initial business combination. The deadline moved from December 3, 2025 to January 3, 2026, representing the seventeenth of up to nineteen monthly extensions the company is allowed to use under its governing documents, which permit extensions through March 3, 2026 by board resolution. In connection with this extension, Valuence Merger Corp. I deposited an additional $28,011 into its trust account, as required under its structure.
Valuence Merger Corp. I filed its quarterly report for the period ended September 30, 2025. The SPAC reported net income of $156,241 for the quarter and $239,933 year-to-date, driven mainly by $187,803 of interest from its Trust Account. Cash was $43,136, and the Trust Account held $22,985,208.
The balance sheet shows a working capital deficit of $4,768,480, total liabilities of $12,942,082, and $8,105,480 in deferred underwriting fees. 1,867,402 Class A shares are subject to redemption at $12.31 per share. As of November 14, 2025, there were 7,369,890 Class A shares and 2 Class B shares outstanding.
The company extended its business combination deadline monthly and may extend up to March 3, 2026 under its approved structure. It disclosed substantial doubt about its ability to continue as a going concern absent a business combination. On March 11, 2025, trading of its securities was suspended on Nasdaq, and trading commenced on the over‑the‑counter market shortly thereafter.
Valuence Merger Corp. I extended the deadline to complete its initial business combination by one month, moving the date from November 3, 2025 to December 3, 2025. The extension is the sixteenth of up to 19 one‑month extensions permitted by its governing documents.
In connection with this extension, the company deposited $28,011 into its trust account. The board may continue to approve monthly extensions up to March 3, 2026, as provided in the company’s Amended and Restated Memorandum and Articles of Association.