Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 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 | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
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 | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 | |
Trading Symbol | VMCA | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | VMCAW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 22,009,963 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 5,502,490 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 169,804 | $ 319,201 |
Prepaid expenses | 472,601 | 522,444 |
Total current assets | 642,405 | 841,645 |
Investments held in trust account | 232,380,765 | 229,949,989 |
TOTAL ASSETS | 233,023,170 | 230,791,634 |
Current liabilities | ||
Accrued expenses and accounts payable | 2,444,904 | 1,989,469 |
Accrued offering costs | 70,000 | 70,000 |
Advance from related party | $ 198,384 | $ 198,384 |
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Total current liabilities | $ 2,713,288 | $ 2,257,853 |
Deferred underwriting fees | 8,105,480 | 8,105,480 |
TOTAL LIABILITIES | 10,818,768 | 10,363,333 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 22,009,963 shares at redemption value of $10.56 and $10.45 per share at March 31, 2023 and December 31, 2022, respectively | 232,380,765 | 229,949,989 |
SHAREHOLDERS’ DEFICIT | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (10,176,913) | (9,522,238) |
TOTAL SHAREHOLDERS’ DEFICIT | (10,176,363) | (9,521,688) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT | 233,023,170 | 230,791,634 |
Common Class A [Member] | ||
SHAREHOLDERS’ DEFICIT | ||
Common stock value | ||
Common Class B [Member] | ||
SHAREHOLDERS’ DEFICIT | ||
Common stock value | $ 550 | $ 550 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity par value | $ 0.0001 | $ 0.0001 |
Temporary equity shares authorized | 22,009,963 | 22,009,963 |
Temporary equity redemption price per share | $ 10.56 | $ 10.45 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common stock, subject to redemption | 22,009,963 | 22,009,963 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,502,490 | 5,502,490 |
Common stock, shares outstanding | 5,502,490 | 5,502,490 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating costs | $ 654,675 | $ 95,995 |
Loss from operations | (654,675) | (95,995) |
Other income: | ||
Interest earned on investments held in trust account | 2,430,776 | 13,724 |
Total other income | 2,430,776 | 13,724 |
Net Income (loss) | 1,776,101 | (82,271) |
Common Class A [Member] | ||
Other income: | ||
Net Income (loss) | $ 1,420,881 | $ (46,709) |
Basic and diluted weighted average shares outstanding, Class B ordinary shares | 22,009,963 | 6,735,879 |
Basic and diluted net income (loss) per share, Class B ordinary shares | $ 0.06 | $ (0.01) |
Common Class B [Member] | ||
Other income: | ||
Net Income (loss) | $ 355,220 | $ (35,562) |
Basic and diluted weighted average shares outstanding, Class B ordinary shares | 5,502,490 | 5,128,414 |
Basic and diluted net income (loss) per share, Class B ordinary shares | $ 0.06 | $ (0.01) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class B [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 575 | $ 24,425 | $ (9,930) | $ 15,070 | |
Beginning balance, shares at Dec. 31, 2021 | 5,750,000 | ||||
Accretion of Class A ordinary shares subject to possible redemption | (16,043,931) | (6,895,564) | (22,939,495) | ||
Net income (loss) | (82,271) | $ (35,562) | (82,271) | ||
Sale of 6,934,662 Private Placement Warrants | 10,401,993 | 10,401,993 | |||
Fair value of public warrants, net of transaction costs | 5,617,513 | 5,617,513 | |||
Ending balance, value at Mar. 31, 2022 | $ 575 | (6,987,765) | (6,987,190) | ||
Ending balance, shares at Mar. 31, 2022 | 5,750,000 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 550 | (9,522,238) | (9,521,688) | ||
Beginning balance, shares at Dec. 31, 2022 | 5,502,490 | ||||
Accretion of Class A ordinary shares subject to possible redemption | (2,430,776) | (2,430,776) | |||
Net income (loss) | 1,776,101 | $ 355,220 | 1,776,101 | ||
Ending balance, value at Mar. 31, 2023 | $ 550 | $ (10,176,913) | $ (10,176,363) | ||
Ending balance, shares at Mar. 31, 2023 | 5,502,490 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders' Deficit (Unaudited) (Parenthetical) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Private Placement Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants outstanding | 6,934,662 | 0 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 1,776,101 | $ (82,271) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on investments held in trust account | (2,430,776) | (13,724) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 49,843 | (870,739) |
Accrued expenses and accounts payable | 455,435 | 75 |
Net cash used in operating activities | (149,397) | (966,659) |
Cash Flows from Investing Activities: | ||
Cash deposited in trust account | (226,702,619) | |
Net cash used in investing activities | (226,702,619) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 218,300,626 | |
Proceeds from sale of Private Placement Warrants | 10,401,993 | |
Proceeds from promissory note – related party | 198,007 | |
Repayment of promissory note – related party | (300,000) | |
Payment of offering costs | (144,451) | |
Net cash provided by financing activities | 228,456,175 | |
Net Change in Cash | (149,397) | 786,897 |
Cash – Beginning of period | 319,201 | 178,699 |
Cash – End of period | 169,804 | 965,596 |
Non-Cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 213,294 | |
Deferred underwriting fee payable | $ 8,105,480 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Valuence Merger Corp. I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 27, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. However, the Company intends to concentrate its efforts in identifying a potential business combination partner that is based in Asia (excluding China, Hong Kong and Macau) and who is developing breakthrough technology in life sciences and/or advancing a platform for sustainable technology. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from August 27, 2021 (inception) through March 31, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination, which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on February 28, 2022. On March 3, 2022, the Company consummated the Initial Public Offering of 20,000,000 10.00 200,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,666,667 1.50 2,666,667 4,000,000 10,000,000 Following the closing of the Initial Public Offering on March 3, 2022, an amount of $ 206,000,000 10.30 On March 8, 2022, the underwriters partially exercised their over-allotment option, resulting in an additional 2,009,963 20,099,630 267,995 1.50 401,993 20,702,619 10.30 226,702,619 Transaction costs amounted to $ 10,718,994 4,000,000 2,200,996 8,105,480 814,510 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $ 10.30 VALUENCE MERGER CORP. I NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Shareholders”) have agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Initial Shareholders have agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until June 3, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $ 100,000 The Initial Shareholders have agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.30 VALUENCE MERGER CORP. I NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) Liquidity and Going Concern As of March 31, 2023, the Company had cash of $ 169,804 2,070,883 Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. However, the Working Capital Loans, as defined in Note 5, will provide additional flexibility to continue the identification and pursuit of potential business combination targets. Over this time period, the Company will be using available funds, including those from the Working Capital Loans, for the purpose of paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 3, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 3, 2023. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. VALUENCE MERGER CORP. I NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents As of March 31, 2023, and December 31, 2022, the Company had cash of $ 169,804 319,201 no Cash and Investments Held in Trust Account At March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering. Offering costs were charged to temporary equity and permanent equity based on relative fair values, upon the completion of the Initial Public Offering. Warrant Instruments The Company accounts for the 17,939,643 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of issuance costs of temporary equity at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrant issuance costs are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The fair value of the Public Warrants has been estimated using its quoted market price as of March 31, 2023. As the Company’s warrants meet the criteria for equity classification, the Company has accounted for the warrants as equity-classified. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified in temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, the Public Shares are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid in capital and accumulated deficit. VALUENCE MERGER CORP. I NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) At March 31, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: SCHEDULE OF ORDINARY CLASS OF SHARES Gross proceeds $ 220,099,630 Less: Proceeds allocated to Public Warrants (5,942,690 ) Class A ordinary shares issuance costs (10,393,817 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 26,186,866 Class A ordinary shares subject to possible redemption, at redemption value, December 31, 2022 229,949,989 Plus: Accretion of Class A ordinary shares subject to possible redemption 2,430,776 Class A ordinary shares subject to possible redemption, at redemption value, March 31, 2023 $ 232,380,765 Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no no The Company is considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the loss of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,939,643 VALUENCE MERGER CORP. I NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): SCHEDULE OF NET LOSS PER COMMON SHARE For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 1,420,881 $ 355,220 $ (46,709 ) $ (35,562 ) Denominator: Basic and diluted weighted average shares outstanding 22,009,963 5,502,490 6,735,879 5,128,414 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.01 ) $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of March 31, 2023. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2023 | |
Public Offering | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 22,009,963 2,009,963 10.00 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2023 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor, together with Valuence Partners LP, an investment fund affiliated with the Sponsor, purchased an aggregate of 6,666,667 2,666,667 4,000,000 1.50 10,000,000 267,995 1.50 401,993 11.50 VALUENCE MERGER CORP. I NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 4, 2021, the Sponsor paid $ 25,000 5,750,000 750,000 20 1,200,000 502,490 247,510 247,510 Each of the Sponsor and Valuence Partners LP has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property . Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 1.50 Advance from Related Party On March 7, 2022, in connection with the unexercised Over-Allotment options, Carnegie Park Capital (the “At-Risk Capital Partner”) agreed for the Company to retain the residual $ 198,384 198,384 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. These unaudited condensed financial statements does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. VALUENCE MERGER CORP. I NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) Registration Rights Pursuant to a registration rights agreement entered into on February 28, 2022, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,000,000 2,009,963 990,037 10.00 As a result of the underwriters’ election to partially exercise their over-allotment option on March 8, 2022, the underwriters are entitled to a deferred fee of $ 8,105,480 Placement Agreement On November 12, 2022, the Company entered into a Placement Agreement with SVB Securities LLC (“SVB Securities”), Robert W. Baird & Co. Incorporated (“Baird”) and BMO Capital Markets Corp. (“BMO” and, together with SVB Securities and Baird, the “Placement Agents” and each a “Placement Agent”), to act on behalf of the Company. |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares 1,000,000 0.0001 no Class A Ordinary Shares 180,000,000 0.0001 22,009,963 Class B Ordinary Shares 20,000,000 0.0001 5,502,490 750,000 502,490 247,510 Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any forward purchases securities and Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates, Valuence Partners LP or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Warrants 11,004,981 6,934,662 no VALUENCE MERGER CORP. I NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 60 9.20 the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. VALUENCE MERGER CORP. I NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2023, assets held in the Trust Account were comprised of $ 232,380,765 At December 31, 2022, assets held in the Trust Account were comprised of $ 229,949,989 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE HIERARCHY VALUATION Description Level March 31, 2023 December 31, 2022 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 232,380,765 $ 229,949,989 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the condensed financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On May 4, 2023, the Company filed a definitive proxy statement with respect to an extraordinary general meeting of shareholders, to be held on May 25, 2023, to ask shareholders to approve, among other things, an amendment to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate a Business Combination from June 3, 2023 to September 3, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. VALUENCE MERGER CORP. I NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents As of March 31, 2023, and December 31, 2022, the Company had cash of $ 169,804 319,201 no |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account At March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs | Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering. Offering costs were charged to temporary equity and permanent equity based on relative fair values, upon the completion of the Initial Public Offering. |
Warrant Instruments | Warrant Instruments The Company accounts for the 17,939,643 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of issuance costs of temporary equity at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrant issuance costs are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The fair value of the Public Warrants has been estimated using its quoted market price as of March 31, 2023. As the Company’s warrants meet the criteria for equity classification, the Company has accounted for the warrants as equity-classified. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified in temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, the Public Shares are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid in capital and accumulated deficit. VALUENCE MERGER CORP. I NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) At March 31, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: SCHEDULE OF ORDINARY CLASS OF SHARES Gross proceeds $ 220,099,630 Less: Proceeds allocated to Public Warrants (5,942,690 ) Class A ordinary shares issuance costs (10,393,817 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 26,186,866 Class A ordinary shares subject to possible redemption, at redemption value, December 31, 2022 229,949,989 Plus: Accretion of Class A ordinary shares subject to possible redemption 2,430,776 Class A ordinary shares subject to possible redemption, at redemption value, March 31, 2023 $ 232,380,765 |
Income Taxes | Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no no The Company is considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the loss of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,939,643 VALUENCE MERGER CORP. I NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): SCHEDULE OF NET LOSS PER COMMON SHARE For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 1,420,881 $ 355,220 $ (46,709 ) $ (35,562 ) Denominator: Basic and diluted weighted average shares outstanding 22,009,963 5,502,490 6,735,879 5,128,414 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.01 ) $ (0.01 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of March 31, 2023. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ORDINARY CLASS OF SHARES | At March 31, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: SCHEDULE OF ORDINARY CLASS OF SHARES Gross proceeds $ 220,099,630 Less: Proceeds allocated to Public Warrants (5,942,690 ) Class A ordinary shares issuance costs (10,393,817 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 26,186,866 Class A ordinary shares subject to possible redemption, at redemption value, December 31, 2022 229,949,989 Plus: Accretion of Class A ordinary shares subject to possible redemption 2,430,776 Class A ordinary shares subject to possible redemption, at redemption value, March 31, 2023 $ 232,380,765 |
SCHEDULE OF NET LOSS PER COMMON SHARE | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): SCHEDULE OF NET LOSS PER COMMON SHARE For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 1,420,881 $ 355,220 $ (46,709 ) $ (35,562 ) Denominator: Basic and diluted weighted average shares outstanding 22,009,963 5,502,490 6,735,879 5,128,414 Basic and diluted net income (loss) per ordinary share $ 0.06 $ 0.06 $ (0.01 ) $ (0.01 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE HIERARCHY VALUATION | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE HIERARCHY VALUATION Description Level March 31, 2023 December 31, 2022 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 232,380,765 $ 229,949,989 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 08, 2022 | Mar. 03, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Proceeds from issuance initial public offering | $ 218,300,626 | ||||
Exercise price of warrants | $ 0.01 | ||||
Proceeds from issuance of warrants | $ 5,942,690 | ||||
Deposited into trust account | $ 20,702,619 | ||||
Deposits per unit | $ 10.30 | ||||
Proceeds from deposit in trust account | $ 226,702,619 | ||||
Transaction costs | $ 10,718,994 | ||||
Underwriting fees | 4,000,000 | ||||
Amount reimbursed from underwriters | 2,200,996 | ||||
Deferred underwriting fees | 8,105,480 | ||||
Deferred offering costs | $ 814,510 | ||||
Share price | $ 10 | ||||
Dissolution expenses, payment | $ 100,000 | ||||
Cash | 169,804 | $ 319,201 | |||
Working capital | $ 2,070,883 | ||||
Valuence Capital, LLC [Member] | |||||
Business combination acquired percentage | 50% | ||||
Underwriters [Member] | |||||
Number of stock issued during period | 2,009,963 | ||||
Value of stock issued during period | $ 20,099,630 | ||||
Public Share Holders [Member] | Public Shares [Member] | |||||
Share price | $ 10.30 | ||||
Common Class A [Member] | |||||
Shares issued price per share | 9.20 | ||||
Exercise price of warrants | $ 18 | ||||
IPO [Member] | |||||
Shares issued price per share | $ 10.30 | ||||
Value of stock issued during period | $ 206,000,000 | ||||
IPO [Member] | Common Class A [Member] | |||||
Number of stock issued during period | 20,000,000 | ||||
Shares issued price per share | $ 10 | ||||
Proceeds from issuance initial public offering | $ 200,000,000 | ||||
Private Placement Warrants [Member] | |||||
Number of stock issued during period | 6,666,667 | ||||
Proceeds from issuance initial public offering | $ 10,000,000 | ||||
Sale of warrants shares | 267,995 | ||||
Exercise price of warrants | $ 1.50 | ||||
Proceeds from issuance of warrants | $ 401,993 | ||||
Private Placement Warrants [Member] | Valuence Partners LP [Member] | |||||
Number of stock issued during period | 4,000,000 | ||||
Private Placement Warrants [Member] | Sponsor [Member] | |||||
Number of stock issued during period | 2,666,667 | ||||
Shares issued price per share | $ 1.50 | ||||
Sale of warrants shares | 267,995 | ||||
Exercise price of warrants | $ 1.50 | ||||
Proceeds from issuance of warrants | $ 401,993 | ||||
Share price | $ 1.50 | ||||
Private Placement Warrants [Member] | Common Class A [Member] | |||||
Exercise price of warrants | $ 11.50 |
SCHEDULE OF ORDINARY CLASS OF S
SCHEDULE OF ORDINARY CLASS OF SHARES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Gross proceeds | $ 220,099,630 | |
Proceeds allocated to Public Warrants | (5,942,690) | |
Class A ordinary shares issuance costs | (10,393,817) | |
Accretion of Class A ordinary shares subject to possible redemption | $ 2,430,776 | 26,186,866 |
Class A ordinary shares subject to possible redemption, at redemption value | $ 232,380,765 | $ 229,949,989 |
SCHEDULE OF NET LOSS PER COMMON
SCHEDULE OF NET LOSS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Allocation of net income (loss) | $ 1,776,101 | $ (82,271) |
Common Class A [Member] | ||
Allocation of net income (loss) | $ 1,420,881 | $ (46,709) |
Basic and diluted weighted average shares outstanding | 22,009,963 | 6,735,879 |
Basic and diluted net income (loss) per ordinary share | $ 0.06 | $ (0.01) |
Common Class B [Member] | ||
Allocation of net income (loss) | $ 355,220 | $ (35,562) |
Basic and diluted weighted average shares outstanding | 5,502,490 | 5,128,414 |
Basic and diluted net income (loss) per ordinary share | $ 0.06 | $ (0.01) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Cash | $ 169,804 | $ 319,201 |
Cash equivalents | 0 | 0 |
Unrecognized tax benefits | 0 | 0 |
Amounts accrued for interest and penalties | 0 | $ 0 |
Cash FDIC insured amount | $ 250,000 | |
Common Class A [Member] | ||
Warrants to purchase shares | 17,939,643 | |
Warrant [Member] | ||
Number of warrants issued | 17,939,643 |
PUBLIC OFFERING (Details Narrat
PUBLIC OFFERING (Details Narrative) - $ / shares | Mar. 08, 2022 | Mar. 31, 2023 |
Subsidiary, Sale of Stock [Line Items] | ||
Warrant exercise price per share | $ 0.01 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of stock sold during period | 22,009,963 | |
IPO [Member] | Underwriters [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of stock sold during period | 2,009,963 | |
Sale of stock price per share | $ 10 | |
IPO [Member] | Underwriters [Member] | Public Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant exercise price per share | $ 11.50 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 08, 2022 | Mar. 03, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share price | $ 10 | |||
Proceeds from issuance initial public offering | $ 218,300,626 | |||
Exercise price of warrants | $ 0.01 | |||
Proceeds from issuance of warrants | $ 5,942,690 | |||
Common Class A [Member] | ||||
Exercise price of warrants | $ 18 | |||
Private Placement Warrants [Member] | ||||
Sale of private placement warrants | 6,666,667 | |||
Proceeds from issuance initial public offering | $ 10,000,000 | |||
Sale of warrants shares | 267,995 | |||
Exercise price of warrants | $ 1.50 | |||
Proceeds from issuance of warrants | $ 401,993 | |||
Private Placement Warrants [Member] | Common Class A [Member] | ||||
Exercise price of warrants | $ 11.50 | |||
Private Placement Warrants [Member] | Valuence Partners LP [Member] | ||||
Sale of private placement warrants | 4,000,000 | |||
Private Placement Warrants [Member] | Sponsor [Member] | ||||
Sale of private placement warrants | 2,666,667 | |||
Share price | $ 1.50 | |||
Sale of warrants shares | 267,995 | |||
Exercise price of warrants | $ 1.50 | |||
Proceeds from issuance of warrants | $ 401,993 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |||||
Apr. 14, 2022 | Mar. 07, 2022 | Oct. 04, 2021 | Oct. 04, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Sponsor paid | $ 25,000 | |||||
Related Party Transaction, Description of Transaction | (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property | |||||
Working capital loan | $ 1,500,000 | |||||
Advance to be repaid | $ 198,384 | |||||
Advance from related party | 198,384 | $ 198,384 | ||||
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Advance from related party | $ 198,384 | $ 198,384 | ||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to redemption | 247,510 | 750,000 | ||||
Number of shares expired | 247,510 | |||||
IPO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, rate | 20% | |||||
Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of stock issued during period | 5,750,000 | |||||
Common stock, subject to redemption | 750,000 | 750,000 | ||||
Shares not subject to forfeiture | 502,490 | 502,490 | ||||
Founder Shares [Member] | Valuence Partners LP [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of stock issued during period | 1,200,000 | |||||
Warrant [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of stock issued during period | 17,939,643 | |||||
Conversion price per share | $ 1.50 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Underwriting Agreement [Member] - USD ($) | 3 Months Ended | |
Mar. 08, 2022 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Purchase commitment, description | The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units | |
Stock purchase, shares | 2,009,963 | 3,000,000 |
Purchase commitment remaining minimum shares committed | 990,037 | |
Stock purchase, per share | $ 10 | |
Deferred fee | $ 8,105,480 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares | 3 Months Ended | ||||
Apr. 14, 2022 | Oct. 04, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 08, 2022 | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Warrant exercisable per share | $ 0.01 | ||||
Gross proceeds percentage | 60% | ||||
Equity description | the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price | ||||
Public Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding | 11,004,981 | 0 | |||
Private Placement Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding | 6,934,662 | 0 | |||
Warrant exercisable per share | $ 1.50 | ||||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 180,000,000 | 180,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Temporary, shares issued | 22,009,963 | 22,009,963 | |||
Temporary, shares outstanding | 22,009,963 | 22,009,963 | |||
Common stock, shares issued | 0 | 0 | |||
Common stock, shares outstanding | 0 | 0 | |||
Warrant exercisable per share | $ 18 | ||||
Shares issued price per share | 9.20 | ||||
Common Class A [Member] | Private Placement Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant exercisable per share | $ 11.50 | ||||
Common Class A [Member] | Private Placement Warrant [Member] | Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued price per share | $ 9.20 | ||||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 5,502,490 | 5,502,490 | |||
Common stock, shares outstanding | 5,502,490 | 5,502,490 | |||
Shares subject to forfeiture | 247,510 | 750,000 | |||
Number of shares forfeited | 247,510 | ||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Shares not subject to forfeiture | 502,490 |
SCHEDULE OF FAIR VALUE HIERARCH
SCHEDULE OF FAIR VALUE HIERARCHY VALUATION (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment held in trust account | $ 232,380,765 | $ 229,949,989 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held intrust | $ 232,380,765 | $ 229,949,989 |