VMCA Sponsor, LLC - Mar 3, 2022 Form 4 Insider Report for Valuence Merger Corp. I (VMCA)

Role
10%+ Owner
Signature
/s/ Jordan Leon, Attorney-in-Fact for VMCA Sponsor, LLC
Stock symbol
VMCA
Transactions as of
Mar 3, 2022
Transactions value $
$0
Form type
4
Date filed
2/23/2023, 04:38 PM
Previous filing
Mar 11, 2022
Next filing
Jun 5, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VMCA Class B Ordinary Shares Other $0 -248K -5.44% $0.00 4.3M Apr 14, 2022 Class A Ordinary Shares 248K Direct F1, F2, F3, F4
holding VMCA Class B Ordinary Shares 1.2M Mar 3, 2022 Class A Ordinary Shares 1.2M By Valuence Partners LP F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.