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]. - The company issued a non-interest bearing, unsecured convertible promissory note totaling $613,207 to the Sponsor and $1,650,941 to Valuence Partners LP for working capital[168]. 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[158]. - Following the IPO, the company placed $226,702,619 in the Trust Account, which was invested in U.S. government securities[162]. - Shareholders redeemed 15,799,245 Class A ordinary shares for $167,831,206 in May 2023, leaving approximately $65.7 million in the Trust Account[164]. - In June 2024, shareholders redeemed 4,343,316 Class A ordinary shares for $49,900,380, resulting in a Trust Account balance of approximately $21,598,622[167]. - 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 and will not generate operating revenues until after completing a Business Combination[172]. - The company received a notice from Nasdaq regarding non-compliance with listing rules, leading to trading suspension on March 11, 2025[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 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]. Accounting and Reporting - 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, which included interest earned on investments held in the Trust Account of $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]. - 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]. - 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]. Debt and Financing - 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[162]. - The company incurred offering costs of $10,718,994 related to the IPO and the exercise of the underwriters' over-allotment option[155]. - 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]. Business Operations and Future Outlook - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[166]. - 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 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 Annual Report[170]. - The company is using available funds, including those from Working Capital Loans, for various operational expenses and to identify potential Business Combination targets[170]. 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[175]. - 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 and presented outside of the shareholders' deficit section of the balance sheets[178]. - 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 company has not entered into any special purpose entities or guaranteed any debt or commitments of other entities[171].

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 | | --- | --- | | ...

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 September 30, 2024 ☐ 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 jurisdicti ...

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 June 30, 2024 ☐ 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 of ...

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, 2024 ☐ 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, 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) | --- | --- | |-------------------------- ...

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 September 30, 2023 ☐ 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 jurisdicti ...

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 June 30, 2023 ☐ 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 of ...