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