Valuence Merger Corp. I Files 8-K with Key Agreements and Delisting Notice

TL;DR

VMCA filed an 8-K: material agreement, financial obligation, delisting notice, charter amendment, shareholder vote. Big changes ahead.

AI Summary

Valuence Merger Corp. I filed an 8-K on June 6, 2024, reporting several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and a notice of delisting or failure to satisfy continued listing rules. The company also amended its articles of incorporation and submitted matters to a vote of security holders.

Why It Matters

This filing indicates significant corporate actions and potential changes in listing status for Valuence Merger Corp. I, which could impact its securities and operations.

Risk Assessment

Risk Level: high — The notice of delisting or failure to satisfy continued listing rules presents a significant risk to the company's public trading status.

Key Players & Entities

• Valuence Merger Corp. I (company) — Filer of the 8-K
• 0001493152-24-022954 (document_id) — Accession Number for the filing
• 20240606 (date) — Filing date
• 0001892747 (cik) — Central Index Key for Valuence Merger Corp. I

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemab
• $11.50 — ary share, each at an exercise price of $11.50 per share VMCAW Nasdaq Stock Market
• $300,000 — ("Sponsor"), in the principal amount of $300,000 (the "Note"). Note bears no interest an
• $1.50 — converted into warrants, at a price of $1.50 per warrant, at the option of the Spons
• $1.5 million — ponsor or its affiliates may not exceed $1.5 million. Such warrants will have terms identica
• $56,022 — it into the Trust Account approximately $56,022 for the initial two-month extension fro
• $0.03 — 3, 2024 to August 3, 2024, representing $0.03 per public share multiplied by 1,867,40
• $1 million — ny's outstanding warrants was less than $1 million and the Company was therefore no longer
• $60,000 — n, an amount equal to the lesser of (x) $60,000 or (y) $0.03 per public share multiplie
• $30,000 — h, an amount equal to the lesser of (x) $30,000 or (y) $0.015 per public share multipli
• $0.015 — ual to the lesser of (x) $30,000 or (y) $0.015 per public share multiplied by the numb
• $21.5 million — y's Trust Account will be approximately $21.5 million. Under Cayman Islands law, the amendm

Filing Documents

• form8-k.htm (8-K) — 65KB
• ex3-1.htm (EX-3.1) — 9KB
• ex10-1.htm (EX-10.1) — 30KB
• 0001493152-24-022954.txt ( ) — 343KB
• vmca-20240603.xsd (EX-101.SCH) — 4KB
• vmca-20240603_def.xml (EX-101.DEF) — 27KB
• vmca-20240603_lab.xml (EX-101.LAB) — 37KB
• vmca-20240603_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on June 14, 2023, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") indicating that the aggregate market value of the Company's outstanding warrants was less than $1 million and the Company was therefore no longer in compliance with Listing Rule 5452(b)(C). On May 10, 2024, the Company received a written notice from Nasdaq stating that Nasdaq had determined to commence proceedings to delist the Company's warrants from the Nasdaq Global Market unless the Company requested a hearing to appeal this determination or submitted an application to transfer the listing of its warrants from the Nasdaq Global Market to the Nasdaq Capital Market . The Company applied to transfer the listing of its warrants from the Nasdaq Global Market to the Nasdaq Capital Market, and on June 4, 2024, Nasdaq approved the Company's application. The warrants were transferred to the Nasdaq Capital Market at the opening of business on June 6, 2024. 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 June 3, 2024, 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 June 3, 2024 for an initial two month period to August 3, 2024 and to permit the Company, without another shareholde

View Full Filing

View this 8-K filing on SEC EDGAR