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, 2025 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, 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 ...