Financial Performance - As of September 30, 2025, the company reported a net income of $156,241 for the three months ended, primarily from interest earned on investments held in the Trust Account amounting to $187,803, offset by operating costs of $31,562[173]. - For the nine months ended September 30, 2025, the company had a net income of $239,933, with interest income of $554,482 and operating costs of $314,549[173]. Cash and Working Capital - The company had cash of $43,136 and a working capital deficit of $4,768,480 as of September 30, 2025[175]. - Following redemptions in May 2023, the balance in the Trust Account was approximately $65.7 million, and after June 2024 redemptions, it was approximately $21,598,622[164]. IPO and Offering Costs - The company generated gross proceeds of $220,099,630 from the sale of 20,000,000 Units at $10.00 per Unit during its IPO[158]. - The company incurred offering costs for the IPO totaling $10,718,994, which included $4,000,000 in underwriting fees[161]. - The underwriters are entitled to a deferred underwriting commission of $0.35 per Unit, totaling $8,105,480, payable only if a Business Combination is completed[178]. Business Operations and Compliance - The company has not commenced any operations as of September 30, 2025, and will not generate operating revenues until after completing a Business Combination[172]. - The company extended the Combination Period to June 3, 2024, with additional deposits required for extensions[166]. - On March 4, 2025, the company received a notice from Nasdaq regarding non-compliance with listing rules, leading to trading suspension[171]. - The company has until March 3, 2026, to complete a Business Combination or face mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[176]. - Management believes that the company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the Quarterly Report[176]. Financing and Accounting - The company issued a non-interest bearing, unsecured convertible promissory note to the Sponsor for $613,207 and to Valuence Partners LP for $1,650,941 on June 5, 2023[168]. - The company has no off-balance sheet financing arrangements as of September 30, 2025, and does not participate in transactions that create relationships with variable interest entities[177]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[179]. - The only critical accounting estimate involves the value of the conversion feature of the company's promissory notes[182]. - Ordinary shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside of the company's control[184]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[186].

Financial Performance - As of June 30, 2025, the company reported a net income of $58,716, consisting of interest earned on investments held in the Trust Account of $185,332, offset by operating costs of $126,616[167]. - For the three months ended June 30, 2024, the company had a net income of $168,692, with interest earned on investments held in the Trust Account amounting to $634,492, offset by general and administrative expenses of $465,800[168]. Cash and Working Capital - The company had cash of $92,661 and a working capital deficit of $4,652,885 as of June 30, 2025[169]. - Shareholders redeemed 15,799,245 Class A ordinary shares for $167,831,206, leaving approximately $65.7 million in the Trust Account after redemptions[158]. - In the June 2024 Meeting, shareholders redeemed 4,343,316 Class A ordinary shares for $49,900,380, resulting in a Trust Account balance of approximately $22,444,007[161]. IPO and Trust Account - The company generated gross proceeds of $220,099,630 from the sale of 20,000,000 Units at a price of $10.00 per Unit during its IPO[152]. - Following the IPO, the company placed $226,702,619 in the Trust Account, which was invested in U.S. government securities[156]. Business Operations and Compliance - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[166]. - The company received a notice from Nasdaq regarding non-compliance with listing rules, leading to trading suspension on March 11, 2025[165]. - The company has until March 3, 2026, to complete a Business Combination or face mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[170]. - Management believes the company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the Annual Report[170]. Financial Arrangements and Liabilities - The company has no off-balance sheet financing arrangements as of June 30, 2025, and does not participate in transactions that create relationships with variable interest entities[171]. - The underwriters are entitled to a deferred underwriting commission of $8,105,480 from the closing of the IPO, payable only if a Business Combination is completed[172]. - The company has no long-term debt, capital lease obligations, or long-term liabilities other than the Contribution Notes and June 2024 Note[172]. Accounting and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[173]. - The only critical accounting estimate involves the value of the conversion feature of the company's promissory notes[176]. - Ordinary shares subject to possible redemption are classified as temporary equity, reflecting uncertain future events outside the company's control[178]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years[175]. - The actual results could differ significantly from estimates made by management due to future confirming events[177].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41304 VALUENCE MERGER CORP. I (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________ COMMISSION FILE NUMBER 001-41304 VALUENCE MERGER CORP. I (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | --- | | ...

Financial Performance - As of March 31, 2024, the Company reported a net income of $588,681, consisting of interest earned on investments held in the Trust Account of $846,150, offset by operating costs of $257,469[139]. - The Company had cash of $25,017 and a working capital deficit of $4,605,760 as of March 31, 2024[140]. - Shareholders redeemed an aggregate of 15,799,245 Class A ordinary shares for approximately $167,831,206 at a redemption price of about $10.62 per share[132]. - The balance in the Trust Account was approximately $70.7 million as of March 31, 2024, after accounting for redemptions[129]. Business Combination - The Company intends to use substantially all funds in the Trust Account to complete a Business Combination, with remaining proceeds used for working capital[130]. - The Company has until March 3, 2025, to consummate a Business Combination or face mandatory liquidation[141]. Financing and Debt - The Company issued a Sponsor Convertible Promissory Note for up to $613,207 for working capital requirements, with $613,207 outstanding as of March 31, 2024[136]. - The Company also issued a VP Convertible Promissory Note for up to $1,650,943, with $1,650,941 borrowed against it as of March 31, 2024[137]. - The company does not have any long-term debt, capital lease obligations, or operating lease obligations, with deferred underwriting commissions amounting to $8,105,480 from the IPO[143]. IPO and Offering Costs - Offering costs for the IPO and the exercise of the underwriters' over-allotment option amounted to $10,718,994[127]. - The Company generated gross proceeds of $220,099,630 from the sale of 20,000,000 Units at a price of $10.00 per Unit during the IPO[124]. Accounting and Reporting - As of March 31, 2024, the company has no off-balance sheet financing arrangements, obligations, assets, or liabilities[142]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[144]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[145]. - The company accounts for ordinary shares subject to possible redemption as temporary equity, reflecting uncertain future events[148]. - Warrants are classified based on specific terms, with management concluding that both Public Warrants and Private Placement Warrants qualify for equity accounting treatment[149]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[150].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________ COMMISSION FILE NUMBER 001-41304 VALUENCE MERGER CORP. I (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | --- | | ...

Financial Performance - As of September 30, 2023, the company reported a net income of $629,766 for the three months ended, with interest earned on marketable securities of $865,387 and general and administrative expenses of $235,620[127]. - For the nine months ended September 30, 2023, the company had a net income of $3,990,907, consisting of interest earned on marketable securities of $5,258,993, offset by general and administrative expenses of $1,268,085[127]. Cash and Working Capital - The company had cash of $624,847 and a working capital deficit of $3,244,293 as of September 30, 2023[137]. - Following the IPO, approximately $226,702,619 was placed in a trust account, which is intended to be used for a Business Combination[134]. - Shareholders redeemed 15,799,245 Class A Ordinary Shares for approximately $167,831,206, leaving a balance of about $65.7 million in the trust account[135]. Business Combination and Going Concern - The company has until December 3, 2023, or March 3, 2025, to consummate a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed[137]. Debt and Financing - The company issued a promissory note to the Sponsor for up to $613,207.55 for working capital, with $172,714 outstanding as of September 30, 2023[141]. - An unsecured convertible promissory note was issued to Valuence Partners LP for up to $1,650,943.40, with $1,285,246 borrowed against it as of September 30, 2023[142]. IPO Costs - The company incurred offering costs of $10,718,994 related to the IPO, including $4,000,000 in underwriting fees[133]. Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements or long-term liabilities as of September 30, 2023[144]. Regulatory Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[147]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[148]. Management Estimates - Management's estimates and assumptions significantly impact the reported amounts of assets, liabilities, revenues, and expenses in the unaudited condensed financial statements[149]. - There is a possibility that actual results could differ significantly from management's estimates due to future confirming events[150]. Reporting Classification - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[151].

Financial Performance - As of June 30, 2023, the company reported a net income of $1,585,040 for the three months ended, primarily from interest earned on marketable securities of $1,962,830, offset by general and administrative expenses of $377,790 [122]. - For the six months ended June 30, 2023, the company had a net income of $3,361,141, with interest income of $4,393,606 and general and administrative expenses totaling $1,032,465 [122]. IPO and Trust Account - The company generated gross proceeds of $220,099,630 from the sale of 20,000,000 units at $10.00 per unit during its IPO [125]. - Following the IPO, approximately $226,702,619 was placed in a trust account, which was invested in U.S. government securities [129]. - Shareholders redeemed 15,799,245 Class A Shares for approximately $167,831,206, leaving a balance of about $65.7 million in the trust account [130]. Cash and Working Capital - As of June 30, 2023, the company had cash of $118,424 and a working capital deficit of $2,868,673 [132]. - The company issued a promissory note to the Sponsor for up to $613,207.55 for working capital, with $172,714 outstanding as of June 30, 2023 [135]. - An unsecured convertible promissory note was issued to Valuence Partners LP for up to $1,650,943.40, with $465,000 borrowed against it as of June 30, 2023 [136]. Business Combination and Reporting - The company has until September 3, 2023, to consummate a Business Combination, with uncertainty regarding its ability to do so [132]. - The company has no off-balance sheet arrangements or long-term liabilities as of June 30, 2023 [138]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain financial reporting obligations for up to five years post-IPO [141]. - Management's estimates and assumptions significantly impact the reported amounts of assets, liabilities, revenues, and expenses in the unaudited condensed financial statements [142]. - There is a possibility that actual results could differ significantly from management's estimates due to future confirming events [143]. - The company qualifies as a smaller reporting company and is not required to provide certain market risk disclosures [145].

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41304 VALUENCE MERGER CORP. I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction o ...

Financial Condition and Risks - The company expects to operate for at least 15 months following the IPO, but there is no assurance that available funds will be sufficient [154]. - If the initial business combination is not completed, public shareholders may receive approximately $10.30 per share or less upon liquidation of the Trust Account [155]. - The company may incur significant costs in pursuit of acquisition plans, which could impact its financial condition and results of operations [156]. - Claims against the company could reduce the proceeds in the Trust Account, potentially lowering the per-share redemption amount for shareholders [157]. - The sponsor has agreed to be liable if claims reduce the Trust Account below $10.30 per public share, but there is no guarantee of sufficient funds to satisfy these obligations [159]. - The company has $226,702,620 available from the IPO and private placement warrants to complete its business combination and cover related fees and expenses, including approximately $8,105,480 for deferred underwriting commissions [190]. - The company anticipates that the net proceeds from the IPO and private placement warrants will be sufficient for the initial business combination, but additional financing may be required if these funds prove insufficient [181]. - The Trust Account may yield negative interest rates, potentially reducing the per-share redemption amount below $10.30 [231]. - The company’s ability to complete a business combination may depend on raising equity and debt financing, which could be impacted by current market conditions [208]. - The company may liquidate the trust account's securities and hold funds in cash by March 3, 2024, to mitigate risks associated with being deemed an unregistered investment company [277]. - If the company is classified as an investment company, it may be forced to abandon its initial business combination efforts and liquidate [273]. Acquisition Strategy and Focus - The company plans to focus on acquisition opportunities in life sciences and sustainable technology but is not limited to specific industries [167]. - The company intends to focus its acquisition strategy on the healthcare industry and sustainability sector, which are subject to greater governmental regulation and technical expertise requirements [197][198]. - The company may pursue acquisition opportunities with financially unstable businesses or those lacking established revenue or earnings records, which could introduce significant operational risks [171]. - The company may pursue acquisitions outside of management's areas of expertise, which could hinder effective evaluation and operation [169]. - The company may seek acquisition opportunities in foreign countries, facing political and economic risks [283]. - The company may face significant risks if it completes a business combination with a target outside the United States, including currency fluctuations, tariffs, and regulatory challenges [187][188]. Shareholder Considerations - Initial shareholders will own 20% of the issued and outstanding shares after the IPO, and their investment will be worthless if the initial business combination is not completed [212]. - Initial shareholders and their permitted transferees are expected to own at least 20% of the issued and outstanding ordinary shares at the time of any shareholder vote, making it more likely to receive necessary approval for the initial business combination [242]. - Shareholders may face a reduction in share value without a remedy unless they can prove breaches of fiduciary duty or material misstatements [168]. - If shareholders hold over 15% of Class A ordinary shares, they will lose the ability to redeem shares exceeding that threshold in the event of a business combination [234]. - The issuance of additional shares may significantly dilute the equity interest of IPO investors and could affect market prices for the company's securities [238]. Management and Governance - Key personnel may negotiate employment agreements with the target business, which could create conflicts of interest in selecting the most advantageous business combination [183]. - Conflicts of interest may arise as officers and directors are not required to commit full time to the company, potentially impacting the search for business combinations [216]. - The company may engage in business combinations with entities affiliated with its initial shareholders, officers, or directors, raising potential conflicts of interest [221]. - The company has agreed to indemnify officers and directors, but this may discourage shareholders from pursuing lawsuits against them [227]. - Negative developments involving management or directors could materially impact the ability to complete an initial business combination [228]. - Management team may not remain post-business combination, potentially impacting shareholder value [289]. Regulatory and Compliance Issues - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly if the target company is not compliant with internal control requirements [174]. - The company may face significant penalties if it violates local laws regarding foreign investment in target countries [286]. - Compliance with laws and regulations may be costly and time-consuming, with potential adverse effects on business operations [293]. - The SEC has proposed rules that could provide a safe harbor for SPACs, requiring a business combination to be completed within 24 months of the IPO [274]. - The company is classified as an emerging growth company, which allows it to take advantage of certain exemptions from disclosure requirements, potentially making its securities less attractive to investors [268]. Market and Economic Conditions - Competition among special purpose acquisition companies (SPACs) for attractive targets has increased, potentially raising costs and complicating the ability to find suitable acquisition opportunities [195][196]. - Inflationary pressures in Asian economies could lead to government actions that significantly decrease profitability after the initial business combination [287]. - Corporate governance standards in non-US countries may be weaker, potentially leading to unfavorable transactions and poor management practices [285]. - Operations and revenue may be significantly influenced by economic, political, and legal conditions in the foreign country of operation [291]. - Exchange rate fluctuations could adversely affect the financial condition and results of operations if a non-U.S. target is acquired [292]. Miscellaneous - The company employs a mail forwarding service, which may delay communication [296]. - No unresolved staff comments reported [297]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [328].