0001493152-24-022759.txt : 20240605
0001493152-24-022759.hdr.sgml : 20240605
20240605163042
ACCESSION NUMBER: 0001493152-24-022759
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240603
FILED AS OF DATE: 20240605
DATE AS OF CHANGE: 20240605
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VMCA Sponsor, LLC
CENTRAL INDEX KEY: 0001913983
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41304
FILM NUMBER: 241022392
BUSINESS ADDRESS:
STREET 1: WALKERS CORPORATE LIMITED, 190 ELGIN AVE
STREET 2: GRAND CAYMAN
CITY: GEORGE TOWN
STATE: E9
ZIP: KY1-9008
BUSINESS PHONE: 6467706002
MAIL ADDRESS:
STREET 1: WALKERS CORPORATE LIMITED, 190 ELGIN AVE
STREET 2: GRAND CAYMAN
CITY: GEORGE TOWN
STATE: E9
ZIP: KY1-9008
FORMER NAME:
FORMER CONFORMED NAME: Valuence Capital, LLC
DATE OF NAME CHANGE: 20220228
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Valuence Merger Corp. I
CENTRAL INDEX KEY: 0001892747
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4 ORINDA WAY
STREET 2: SUITE 100D
CITY: ORINDA
STATE: CA
ZIP: 94563
BUSINESS PHONE: (646) 770-6002
MAIL ADDRESS:
STREET 1: 4 ORINDA WAY
STREET 2: SUITE 100D
CITY: ORINDA
STATE: CA
ZIP: 94563
FORMER COMPANY:
FORMER CONFORMED NAME: VMCA Sponsor, LLC
DATE OF NAME CHANGE: 20220811
FORMER COMPANY:
FORMER CONFORMED NAME: Valuence Merger Corp. I
DATE OF NAME CHANGE: 20211108
4
1
ownership.xml
X0508
4
2024-06-03
0
0001892747
Valuence Merger Corp. I
VMCA
0001913983
VMCA Sponsor, LLC
C/O VALUENCE MERGER CORP. I,
4 ORINDA WAY, SUITE 100D
ORINDA
CA
94563
1
0
1
0
0
Class A Ordinary Shares
2024-06-03
4
C
0
4302489
A
4302489
D
Class A Ordinary Shares
2024-06-03
4
C
0
1200000
A
1199999
I
By Valuence Partners LP
Class B Ordinary Shares
2024-06-03
4
C
0
4302489
0.00
D
Class A Ordinary Shares
4302489
1
D
Class B Ordinary Shares
2024-06-03
4
C
0
1199999
0.00
D
Class A Ordinary Shares
1199999
1
I
By Valuence Partners LP
The Class B ordinary shares have no expiration date and are convertible into Class A ordinary shares at any time and from time to time upon the election of the holder on or automatically upon the consummation of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-262246).
In accordance with the Issuer's amended and restated memorandum and articles of association, as amended, on June 3, 2024, the Reporting Person elected to convert an aggregate of 5,502,488 Class B ordinary shares into Class A ordinary shares on a one-for-one basis for no consideration.
Due to administrative error, the Reporting Person's Form 4 filed on February 23, 2023 reported 4,302,290 Class B ordinary shares directly owned by the Reporting Person instead of the correct amount of 4,302,490 Class B ordinary shares.
VMCA Sponsor, LLC (the "Sponsor") is the record holder of the securities reported herein, except with respect to 1,200,000 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.
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 shares held by the Sponsor.
/s/ Andrew Hyung
2024-06-05