Valuence Merger Corp. I 8-K

What Happened
Valuence Merger Corp. I (VMCAF) filed an 8‑K on July 7, 2026 reporting that on June 30, 2026 it entered a Mutual Note Termination Agreement and an Omnibus Note Exchange and Debt Conversion Agreement with related sponsors and affiliates. The agreements terminated a February 27, 2026 convertible note (no amounts drawn) and cancelled an outstanding June 4, 2024 convertible note. The Company settled related‑party advances totaling $1,570,000 and issued three new convertible promissory notes dated June 30, 2026 to CPC Sponsor Opportunities I, CPC Sponsor Opportunities I (Parallel) and NovoCG.

Key Details

• Date filed: 8‑K filed July 7, 2026; agreements dated June 30, 2026.
• Related‑party advances settled: $1,570,000 total ($446,900 to CPC I; $373,100 to CPC I Parallel; $750,000 to NovoCG).
• New notes issued: three convertible notes — to CPC I (up to $1.5M; initial deemed drawdown $528,650), CPC I Parallel (up to $1.5M; initial deemed drawdown $441,350), and NovoCG (up to $3.0M; initial deemed drawdown $900,000).
• Terms: no interest; repayable at the earlier of the closing of the Company’s initial business combination or liquidation; repayment if no business combination limited to funds outside the IPO trust account or may be forgiven. Notes may be converted into warrants at $1.50 per warrant at the Sponsor’s option, with a maximum aggregate conversion to Sponsor/affiliates capped at $1.5M. Warrants match terms of the IPO private placement warrants.

Why It Matters
This transaction restructures and formalizes related‑party balances into convertible notes, removing an outstanding sponsor note and consolidating advances into new instruments without interest. For investors, key facts are: (1) these obligations are payable primarily only upon a business combination or from non‑trust funds if no deal occurs, which limits immediate cash drain on the company; and (2) conversion rights could create warrant dilution (subject to a $1.5M aggregate cap for Sponsor‑affiliated conversions). The changes clarify the company’s related‑party debt position ahead of any potential business combination.