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