UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously reported, on June 14, 2023, Valuence Merger Corp. I (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the aggregate market value of the Company’s outstanding warrants was less than $1 million and the Company was therefore no longer in compliance with Listing Rule 5452(b)(C). The Company submitted a compliance plan and was granted an extension to December 11, 2023 to regain compliance with Listing Rule 5452(b)(C).
On May 10, 2024, the Company received a written notice (the “Notice”) from Nasdaq stating that the Company had not regained compliance with Listing Rule 5452(b)(C) and that Nasdaq had determined to commence proceedings to delist the Company’s warrants from the Nasdaq Global Market. Unless the Company requests a hearing to appeal this determination or submits an application to transfer the listing of its warrants from the Nasdaq Global Market to the Nasdaq Capital Market by 4:00 p.m. Eastern Time on May 17, 2024, trading in the warrants will be suspended at the opening of business on May 21, 2024.
The Company intends to submit an application to transfer the listing of its warrants from the Nasdaq Global Market to the Nasdaq Capital Market at or before 4:00 p.m. ET on May 17, 2024. While such application is pending, the delisting of the warrants will be suspended. Accordingly, the Notice will have no current effect on the listing or trading of the Company’s warrants on Nasdaq. Additionally, the Notice does not affect the listing or trading of the Company’s Class A ordinary shares or units on Nasdaq.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, the Company’s ability to submit an application to transfer the listing of its warrants from the Nasdaq Global Market to the Nasdaq Capital Market before the deadline, the outcome of such application, and any courses of action to maintain compliance with the Nasdaq Capital Markets continued listing requirements. These forward-looking statements should be considered together with the risk factors set forth in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2024, and the Company’s other filings with the Securities and Exchange Commission. These forward-looking statements are based on information currently available to the Company, and the Company assumes no obligation to update any forward-looking statements except as required by applicable law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VALUENCE MERGER CORP. I | ||
| By: | /s/ Sungwoo (Andrew) Hyung | |
| Name: | Sungwoo (Andrew) Hyung | |
| Title: | Chief Financial Officer and Director | |
| Dated: May 16, 2024 | ||