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 | ||
The Stock Market LLC | ||||
The 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 of its Class A ordinary shares, $0.0001 par value per share, and 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.
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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.
(3) | Exhibits |
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.
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* | Filed herewith. |
** | Previously filed. |
ITEM 16. FORM 10-K SUMMARY
None.
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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 |
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