Statement of Changes in Beneficial Ownership (4)
February 23 2023 - 5:40PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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VMCA Sponsor, LLC |
2. Issuer Name and Ticker or Trading Symbol
Valuence Merger Corp. I
[
VMCA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VALUENCE MERGER CORP. I, 4 ORINDA WAY, SUITE 100D |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/3/2022 |
(Street)
ORINDA, CA 94563
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Ordinary Shares | (1) | 4/14/2022 | | J (2) | | | 247510 | (1) | (1) | Class A Ordinary Shares | 247510 | $0 | 4302290 | D (3)(4) | |
Class B Ordinary Shares | (1) | | | | | | | (1) | (1) | Class A Ordinary Shares | 1200000 | | 1200000 | I (3)(4) | By Valuence Partners LP |
Explanation of Responses: |
(1) | The Class B Ordinary Shares are convertible for the Issuer's Class A ordinary shares, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-262246) (the "Registration Statement") and have no expiration date. |
(2) | On April 14, 2022, VMCA Sponsor, LLC (f/k/a Valuence Capital, LLC) (the "Sponsor") forfeited at no cost 247,510 Class B ordinary shares, par value $0.0001 per share, of the Issuer (the "Class B Ordinary Shares") in connection with the election by the underwriters of the Issuer's initial public offering of units to exercise an option granted to them to cover over-allotments in part and not in full. |
(3) | The Sponsor is the record holder of the securities reported herein, except with respect to 1,200,000 Class B Ordinary Shares, which are held of record by Valuence Partners LP. The Sponsor is the sole general partner of Valuence Partners LP and has voting and investment discretion with respect to the securities held of record by Valuence Partners LP. |
(4) | The Sponsor is governed by a board of managers consisting of four managers: Credian Partners, Inc., Sungsik ("Sung") Lee, Sungwoo ("Andrew") Hyung and Gene Young Cho. Any action by the Sponsor with respect to the Issuer's securities held by it, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of Issuer's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the Class B Ordinary Shares held by the Sponsor. |
Remarks: See Exhibit 24- Power of Attorney. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
VMCA Sponsor, LLC C/O VALUENCE MERGER CORP. I 4 ORINDA WAY, SUITE 100D ORINDA, CA 94563 |
| X |
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Signatures
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/s/ Jordan Leon, Attorney-in-Fact for VMCA Sponsor, LLC | | 2/23/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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