VMCA Sponsor, LLC - Jun 3, 2024 Form 4 Insider Report for Valuence Merger Corp. I (VMCA)

Role: Director, 10%+ Owner
Signature: /s/ Andrew Hyung
Stock symbol: VMCA
Transactions as of: Jun 3, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/5/2024, 04:30 PM
Previous filing: Feb 23, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VMCA	Class A Ordinary Shares	Conversion of derivative security		+4.3M			4.3M	Jun 3, 2024	Direct	F2, F3, F4, F5
transaction	VMCA	Class A Ordinary Shares	Conversion of derivative security		+1.2M			1.2M	Jun 3, 2024	By Valuence Partners LP	F2, F4, F5

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	Conversion of derivative security	$0	-4.3M	-100%	$0.00	1	Jun 3, 2024	Class A Ordinary Shares	4.3M		Direct	F1, F2, F3, F4, F5
transaction	VMCA	Class B Ordinary Shares	Conversion of derivative security	$0	-1.2M	-100%	$0.00	1	Jun 3, 2024	Class A Ordinary Shares	1.2M		By Valuence Partners LP	F1, F2, F4, F5

* 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 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).
F2	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.
F3	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.
F4	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.
F5	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.