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].
Valuence Merger I(VMCA) - 2025 Q3 - Quarterly Report