Statement of Ownership (sc 13g)
February 23 2023 - 5:34PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. )*
Under
the Securities Exchange Act of 1934
Valuence
Merger Corp. I
(Name
of Issuer)
Class
A Ordinary Shares, par value $0.0001 per share
(Titles
of Class of Securities)
G9R16L
100
(CUSIP
Number)
December
31, 2022
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)
| * |
The
remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. G9R16L 100 |
|
Schedule
13G |
|
|
| 1 |
NAME OF REPORTING PERSON
VMCA
Sponsor, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
| |
(a)
☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
5,502,290 (1)(2)(3) |
| 6 |
SHARED VOTING POWER
0 |
| 7 |
SOLE DISPOSITIVE POWER
5,502,290 (1)(2)(3) |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,502,490 (1)(2)(3) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.0% (5) |
| 12 |
TYPE OF REPORTING PERSON
OO |
CUSIP
No. G9R16L 100
| 1 |
NAME OF REPORTING PERSON
Valuence Partners LP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
| |
(a)
☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,200,000 (2)(4) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
1,200,000 (2)(4) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,000 (2)(4) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5% (5) |
| 12 |
TYPE OF REPORTING PERSON
PN |
| (1) |
4,302,490 Class B ordinary shares, par value $0.0001
per share, of the Issuer (the “Class B Ordinary Shares”) are held directly by VMCA Sponsor, LLC (the “Sponsor”).
1,200,000 Class B Ordinary Shares are held by Valuence Partners LP (“Valuence Partners”). The Sponsor is the general
partner of Valuence Partners and has voting and investment discretion over the securities held by Valuence Partners. The Sponsor
is managed by a board of managers consisting of Credian Partners, Inc., Sungwoo (Andrew) Hyung, Sungsik (Sung) Lee and Gene Young
Cho. Any action by the Sponsor with respect to the Class B Ordinary Shares, including voting and dispositive decisions, requires
a majority vote of the managers of the board of managers. Under the so-called “rule of three,” because voting and dispositive
decisions are made by a majority of the Sponsor’s managers, none of the managers of the Sponsor is deemed to be a beneficial
owner of the Sponsor’s securities, even those in which such manager holds a pecuniary interest. |
| (2) |
The Class B Ordinary Shares are convertible into the
Issuer’s Class A Ordinary Shares, par value $0.0001 (“Class A Ordinary Shares”), as described under the heading
“Description of Securities” in the Issuer’s registration statement on Form S-1 (File No. 333-262246) (the “Registration
Statement”) and have no expiration date. |
| |
|
| (3) |
Excludes 6,666,667 Class
A Ordinary Shares issuable upon the exercise of 6,666,667 private placement warrants of the Issuer, consisting of 2,666,667 private
placement warrants owned by the Sponsor and 4,000,000 private placement warrants owned by Valuence Partners. Each warrant is exercisable
to purchase one Class A Ordinary Share at an initial exercise price of $11.50 per share, subject to adjustment, becomes exercisable
beginning on the later of (a) 30 days after the completion of the Issuer’s initial business combination or (b) one year after
the closing of the Issuer’s initial public offering and expires five years after the completion of the Issuer’s initial
business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities-Warrants”
in the Registration Statement. |
| |
|
| (4) |
Excludes 4,000,000 Class A Ordinary Shares issuable
upon the exercise of 4,000,000 private placement warrants owned by Valuence Partners. Each warrant is exercisable to purchase one
Class A Ordinary Share at an initial exercise price of $11.50 per share, subject to adjustment, becomes exercisable beginning on
the later of (a) 30 days after the completion of the Issuer’s initial business combination or (b) one year after the closing
of the Issuer’s initial public offering and expires five years after the completion of the Issuer’s initial business
combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities-Warrants”
in the Registration Statement. |
| |
|
| (5) |
Based on 22,009,963 Class A Ordinary Shares and 5,502,490
Class B Ordinary Shares outstanding as of November 9, 2022, as disclosed on the Issuer’s Quarterly Report on Form 10-Q, filed
with the U.S. Securities and Exchange Commission on November 9, 2022. |
Item
1(a). Name of Issuer:
Valuence
Merger Corp. I
Item
1(b). Address of Issuer’s Principal Executive Offices:
4
Orinda Way
Suite
100D
Orinda,
California 94563
Item
2(a). Name of Person Filing:
This
statement is filed on behalf of VMCA Sponsor, LLC and Valuence Partners LP (together, the “Reporting Persons”):
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of the Reporting Persons is as follows:
4
Orinda Way
Suite
100D
Orinda,
California 94563
Item
2(c). Citizenship:
See
response to Item 4 on the cover page.
Item
2(d). Titles of Classes of Securities:
Class
A Ordinary Shares, par value $0.0001 per share.
Item
2(e). CUSIP Number:
G9R16L
100
Item
3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
| (a) |
☐ |
Broker or dealer registered
under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| (b) |
☐ |
Bank as defined in Section
3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| (c) |
☐ |
Insurance company as defined
in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) |
☐ |
Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) |
☐ |
Investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E). |
| (f) |
☐ |
Employee benefit plan or
endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) |
☐ |
Parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) |
☐ |
Savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) |
☐ |
Church plan that is excluded
from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| (j) |
☐ |
Non-U.S. institution, in
accordance with § 240.13d-1(b)(1)(ii)(J). |
| (k) |
☐ |
Group in accordance with
§240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: .
Item
4. Ownership
| |
(a) |
Amount beneficially
owned: |
See
response to Item 9 on the cover page.
See
response to Item 11 on the cover page.
| |
(c) |
Number of shares as to
which such person has: |
| |
(i) |
Sole power to vote or
to direct the vote: |
See
response to Item 5 on the cover page.
| |
(ii) |
Shared power to vote
or to direct the vote: |
See
response to Item 6 on the cover page.
| |
(iii) |
Sole power to dispose
or to direct the disposition of: |
See
response to Item 7 on the cover page.
| |
(iv) |
Shared power to dispose
or to direct the disposition of: |
See
response to Item 8 on the cover page.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
Applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
Applicable.
Item
8. Identification and Classification of Members of the Group.
Not
Applicable.
Item
9. Notice of Dissolution of Group.
Not
Applicable.
Item
10. Certification.
Not
Applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 23, 2023
| VMCA SPONSOR, LLC |
|
| |
|
| By: |
/s/
Sungwoo (Andrew) Hyung |
|
| Name: |
Sungwoo (Andrew) Hyung |
|
| Title: |
Co-Managing Member |
|
| VALUENCE PARTNERS LP |
|
| |
|
| By: |
/s/
Sungsik Lee |
|
| Name: |
Sungsik Lee |
|
| Title: |
Co-Managing
Member of VMCA Sponsor, LLC, |
|
| |
acting in its capacity as general partner of Valuence
Partners LP |
|
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