VMCA Sponsor, LLC - 03 Jun 2024 Form 4 Insider Report for Valuence Merger Corp. I (VMCAF)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
05 Jun 2024, 16:30:42 UTC
Prior SEC filing
23 Feb 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Andrew Hyung

Key filing fact

VMCA Sponsor, LLC filed Form 4 for Valuence Merger Corp. I (VMCAF) on 05 Jun 2024.

Key facts

  • This page summarizes VMCA Sponsor, LLC's Form 4 filing for Valuence Merger Corp. I (VMCAF).
  • 4 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 05 Jun 2024, 16:30.

Change

  • Previous filing in this sequence was filed on 23 Feb 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VMCA transaction

Class A Ordinary Shares

Conversion of derivative security

Transaction value
Shares
+4,302,489
Change %
Price
Shares after
4,302,489
Date
03 Jun 2024
Ownership
Direct
Footnotes
F2, F3, F4, F5
VMCA transaction

Class A Ordinary Shares

Conversion of derivative security

Transaction value
Shares
+1,200,000
Change %
Price
Shares after
1,199,999
Date
03 Jun 2024
Ownership
By Valuence Partners LP
Footnotes
F2, F4, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

VMCA transaction Derivative

Class B Ordinary Shares

Conversion of derivative security

Transaction value
$0
Shares
-4,302,489
Change %
-100%
Price
$0.000000
Shares after
1
Date
03 Jun 2024
Ownership
Direct
Underlying class
Class A Ordinary Shares
Underlying amount
4,302,489
Exercise price
Footnotes
F1, F2, F3, F4, F5
VMCA transaction Derivative

Class B Ordinary Shares

Conversion of derivative security

Transaction value
$0
Shares
-1,199,999
Change %
-100%
Price
$0.000000
Shares after
1
Date
03 Jun 2024
Ownership
By Valuence Partners LP
Underlying class
Class A Ordinary Shares
Underlying amount
1,199,999
Exercise price
Footnotes
F1, F2, F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote 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).

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

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