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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2022
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION
FILE NUMBER 001-41304
VALUENCE
MERGER CORP. I
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
N/A |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification Number) |
|
|
|
4
Orinda Way, Suite 100D |
|
|
Orinda,
California |
|
94563 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (415) 340-0222
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
VMCAU |
|
The
Nasdaq Stock Market LLC |
Class
A ordinary shares, par value $0.0001 per share |
|
VMCA |
|
The
Nasdaq Stock Market LLC |
Redeemable
warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
VMCAW |
|
The
Nasdaq Stock Market LLC |
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)
and has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☒ |
Smaller
reporting company |
☒ |
|
|
|
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.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer as of June 30, 2022, the last
business day of the Company’s most recently completed second fiscal quarter was $220,319,729.60 based on the closing sales price
of the Company’s Class A ordinary shares on such date, as reported on The Nasdaq Global Market.
As
of March 31, 2023 the Registrant had 22,009,963 of its Class A ordinary shares, $0.0001 par value per share, and 5,502,490 of
its Class B ordinary shares, $0.0001 par value per share, outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
Audit Firm ID |
|
Auditor Name |
|
Auditor Location |
100 |
|
WithumSmith+Brown, PC |
|
New York, New York |
EXPLANATORY
NOTE
Valuence
Merger Corp. I (the “Company”) is filing this Amendment No. 1 to the Annual Report on Form 10-K/A (the “Amendment”)
to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 22022, originally filed with the Securities and Exchange
Commission (“SEC”) on March 31, 2023 (the “Original Filing”) solely for the purpose of filing revised certifications
by the Company’s principal executive officer and principal financial officer, as Exhibits 31.1 and 31.2 herewith, to correct an
inadvertent omission of certain language regarding internal control over financial reporting required to be included in such certifications
by Item 601(b)(31)(i) of Regulation S-K. In accordance with interpretation 246.13 in the Regulation S-K section of the SEC’s “Compliance
& Disclosure Interpretations,” the Amendment consists solely of the preceding cover page, this explanatory note, the signature
page and paragraphs 1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment. Because no financial statements
have been included in the Amendment, paragraph 3 of each of the certifications set forth in the exhibits has been omitted.
The
Amendment does not reflect events occurring after the date of the filing of the Original Filing or modify or update any of the other
disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original Filing.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
(a) |
The following documents are filed as part of this Form 10-K: |
|
(1) |
Financial Statements: |
Reference
is made to the Index to Financial Statements of the Company beginning on page F-1 hereto.
|
(2) |
Financial
Statement Schedules: |
All
schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are
not required or are not applicable.
We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index.
Exhibit
Number |
|
Description |
3.1 |
|
Amended
and Restated Memorandum and Articles of Association (Incorporated by reference to the corresponding exhibit to the Company’s
Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2022). |
|
|
|
4.1 |
|
Specimen
Unit Certificate (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-l/A
(File No. 333-262246), filed with the SEC on February 18, 2022). |
|
|
|
4.2 |
|
Specimen
Ordinary Share Certificate (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement
on Form S-l/A (File No. 333-262246), filed with the SEC on February 18, 2022). |
|
|
|
4.3 |
|
Specimen
Warrant Certificate (Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form
S-l/A (File No. 333-262246), filed with the SEC on February 18, 2022). |
|
|
|
4.4 |
|
Warrant
Agreement, dated February 28, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent
(Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 15,
2022). |
|
|
|
4.5** |
|
Description of Securities. |
|
|
|
10.1 |
|
Letter
Agreement, dated February 28, 2022, by and among the Company, its officers, its directors, the Sponsor and Valuence Partners LP (Incorporated
by reference to the corresponding exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 15,
2022). |
10.2 |
|
Investment
Management Trust Agreement, dated February 28, 2022, by and between the Company and Continental Stock Transfer & Trust Company,
as trustee (Incorporated by reference to the corresponding exhibit to the Company’s Quarterly Report on Form 10-Q, filed with
the SEC on August 15, 2022). |
|
|
|
10.3 |
|
Registration
Rights Agreement, dated February 28, 2022, by and among the Company, VMCA Sponsor, LLC and the other holders party thereto (Incorporated
by reference to the corresponding exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 15,
2022). |
|
|
|
10.4 |
|
Private
Placement Warrants Purchase Agreement, dated February 28, 2022, by and between the Company and VMCA Sponsor, LLC (Incorporated by
reference to the corresponding exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2022). |
|
|
|
10.5 |
|
Private
Placement Warrants Purchase Agreement, dated February 28, 2022, by and among the Company and Valuence Partners LP (Incorporated by
reference to the corresponding exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2022). |
|
|
|
24.1 |
|
Power of Attorney (included on signature pages herein). |
|
|
|
31.1* |
|
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2* |
|
Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1** |
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2** |
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101.INS |
|
Inline XBRL
Instance Document. |
|
|
|
101.SCH |
|
Inline XBRL
Taxonomy Extension Schema Document. |
|
|
|
101.CAL |
|
Inline XBRL
Taxonomy Extension Calculation Linkbase Document. |
|
|
|
101.DEF |
|
Inline XBRL
Taxonomy Extension Definition Linkbase Document. |
|
|
|
101.LAB |
|
Inline XBRL
Taxonomy Extension Label Linkbase Document. |
|
|
|
101.PRE |
|
Inline XBRL
Taxonomy Extension Presentation Linkbase Document. |
|
|
|
104* |
|
Cover Page
Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* |
Filed
herewith. |
** |
Previously filed. |
ITEM
16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Date:
July 21, 2023
|
VALUENCE
MERGER CORP. I |
|
|
|
|
By: |
/s/
Sung Yoon Woo |
|
Name:
|
Sung
Yoon Woo |
|
Title:
|
Chief
Executive Officer and Director |
Pursuant
to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons in the capacities
and on the dates indicated below.
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/
Sung Yoon Woo |
|
Chief Executive Officer and Director |
|
July 21, 2023 |
Sung Yoon Woo |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/
Sungwoo (Andrew) Hyung |
|
Chief Financial Officer and Director |
|
July 21, 2023 |
Sungwoo (Andrew) Hyung |
|
(Principal Financial and
Accounting Officer) |
|
|
|
|
|
|
|
* |
|
Director |
|
July 21, 2023 |
Dr. Joong Myung Cho |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
July 21, 2023 |
Nelson Gentiletti |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
July 21, 2023 |
John Kim |
|
|
|
|
* |
|
Director
|
|
July 21, 2023 |
Young
Min Kim |
|
|
|
|
|
|
|
|
|
* |
|
Director
|
|
July 21, 2023 |
Gary
Wunderlich |
|
|
|
|
* |
|
Director
|
|
July 21, 2023 |
Zhe
Zhang |
|
|
|
|
* By: |
/s/ Sungwoo (Andrew) Hyung |
|
Name: |
Sungwoo (Andrew) Hyung |
|
Title: |
Attorney-in-Fact |
|
Exhibit
31.1
CERTIFICATION
PURSUANT
TO RULE 13a-14 AND 15d-14
UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I,
Sung Yoon Woo, certify that:
1.
I have reviewed this Annual Report on Form 10-K/A for the year ended December 31, 2022 of Valuence Merger Corp. I;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal controls over financial reporting.
Date:
July 21, 2023 |
By: |
/s/
Sung Yoon Woo |
|
|
Sung
Yoon Woo |
|
|
Chief
Executive Officer and Director (Principal Executive Officer) |
Exhibit
31.2
CERTIFICATION
PURSUANT
TO RULE 13a-14 AND 15d-14
UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I,
Sungwoo (Andrew) Hyung, certify that:
1.
I have reviewed this Annual Report on Form 10-K/A for the year ended December 31, 2022 of Valuence Merger Corp. I;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal controls over financial reporting.
Date:
July 21, 2023 |
By: |
/s/
Sungwoo (Andrew) Hyung |
|
|
Sungwoo
(Andrew) Hyung |
|
|
Chief
Financial Officer and Director (Principal Financial and Accounting Officer) |
v3.23.2
Cover - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2022 |
Mar. 31, 2023 |
Jun. 30, 2022 |
Document Type |
10-K/A
|
|
|
Amendment Flag |
true
|
|
|
Amendment Description |
Valuence
Merger Corp. I (the “Company”) is filing this Amendment No. 1 to the Annual Report on Form 10-K/A (the “Amendment”)
to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 22022, originally filed with the Securities and Exchange
Commission (“SEC”) on March 31, 2023 (the “Original Filing”) solely for the purpose of filing revised certifications
by the Company’s principal executive officer and principal financial officer, as Exhibits 31.1 and 31.2 herewith, to correct an
inadvertent omission of certain language regarding internal control over financial reporting required to be included in such certifications
by Item 601(b)(31)(i) of Regulation S-K. In accordance with interpretation 246.13 in the Regulation S-K section of the SEC’s “Compliance
& Disclosure Interpretations,” the Amendment consists solely of the preceding cover page, this explanatory note, the signature
page and paragraphs 1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment. Because no financial statements
have been included in the Amendment, paragraph 3 of each of the certifications set forth in the exhibits has been omitted.
|
|
|
Document Annual Report |
true
|
|
|
Document Transition Report |
false
|
|
|
Document Period End Date |
Dec. 31, 2022
|
|
|
Document Fiscal Period Focus |
FY
|
|
|
Document Fiscal Year Focus |
2022
|
|
|
Current Fiscal Year End Date |
--12-31
|
|
|
Entity File Number |
001-41304
|
|
|
Entity Registrant Name |
VALUENCE
MERGER CORP. I
|
|
|
Entity Central Index Key |
0001892747
|
|
|
Entity Incorporation, State or Country Code |
E9
|
|
|
Entity Address, Address Line One |
4
Orinda Way
|
|
|
Entity Address, Address Line Two |
Suite 100D
|
|
|
Entity Address, City or Town |
Orinda
|
|
|
Entity Address, State or Province |
CA
|
|
|
Entity Address, Postal Zip Code |
94563
|
|
|
City Area Code |
(415)
|
|
|
Local Phone Number |
340-0222
|
|
|
Entity Well-known Seasoned Issuer |
No
|
|
|
Entity Voluntary Filers |
No
|
|
|
Entity Current Reporting Status |
Yes
|
|
|
Entity Interactive Data Current |
Yes
|
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
|
Entity Small Business |
true
|
|
|
Entity Emerging Growth Company |
true
|
|
|
Elected Not To Use the Extended Transition Period |
false
|
|
|
Entity Shell Company |
true
|
|
|
Entity Public Float |
|
|
$ 220,319,729.60
|
Documents Incorporated By Reference |
None.
|
|
|
ICFR Auditor Attestation Flag |
false
|
|
|
Documents Incorporated By Reference |
100
|
|
|
Documents Incorporated By Reference |
WithumSmith+Brown, PC
|
|
|
Documents Incorporated By Reference |
New York, New York
|
|
|
Units Each Consisting Of One Class Ordinary Share [Member] |
|
|
|
Title of 12(b) Security |
Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
|
|
|
Trading Symbol |
VMCAU
|
|
|
Security Exchange Name |
NASDAQ
|
|
|
Class A ordinary shares, par value $0.0001 [Member] |
|
|
|
Title of 12(b) Security |
Class
A ordinary shares, par value $0.0001 per share
|
|
|
Trading Symbol |
VMCA
|
|
|
Security Exchange Name |
NASDAQ
|
|
|
Redeemable Warrants [Member] |
|
|
|
Title of 12(b) Security |
Redeemable
warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
|
|
|
Trading Symbol |
VMCAW
|
|
|
Security Exchange Name |
NASDAQ
|
|
|
Common Class A [Member] |
|
|
|
Entity Common Stock, Shares Outstanding |
|
22,009,963
|
|
Common Class B [Member] |
|
|
|
Entity Common Stock, Shares Outstanding |
|
5,502,490
|
|
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