Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information included in Item 5.07 is incorporated by reference in this item to the extent required.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 25, 2023, Valuence Merger Corp. I (the "Company") held the extraordinary general meeting of the Company (the "Meeting"). Holders of 23,240,304 of the Company's ordinary shares were represented in person or by proxy at the Meeting, which represents approximately 84.5% of the ordinary shares issued and outstanding and entitled to vote as of the record date of April 24, 2023.

At the Meeting, the Company's shareholders approved a proposal to amend the Company's amended and restated memorandum and articles of association (the "Articles") to provide the Company with the right to extend the date by which the Company must consummate its initial business combination (the "Extension"), from June 3, 2023 (the "Current Outside Date") to September 3, 2023 (the "Extended Date"), and to allow the Company, without another shareholder vote, by resolution of the board of directors of the Company, to elect to further extend the Extended Date in one-month increments up to eighteen (18) additional times, or a total of up to twenty-one (21) months after the Current Outside Date, until up to March 3, 2025 (each, an "Additional Extended Date") (the "Extension," and such proposal, the "Extension Proposal"). The Company's shareholders also approved a proposal (the "Redemption Limitation Amendment Proposal") to amend the Articles to eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company's net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such business combination. The Company's shareholders also approved a proposal (the "Founder Share Amendment Proposal") to provide for the right of a holder of the Company's Class B ordinary shares, par value $0.0001 per share, to convert such shares into Class A ordinary shares, par value $0.0001 per share, on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder. The vote tabulation for the Extension Proposal, Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal is set forth below.

Approval of Proposal 1-Extension Proposal





Votes For     Votes Against       Abstentions
16,803,785       6,436,519                0

Approval of Proposal 2-Redemption Limitation Amendment Proposal





Votes For     Votes Against       Abstentions
20,451,346       2,788,958                0

Approval of Proposal 3-Founder Share Amendment Proposal





Votes For     Votes Against       Abstentions
20,451,346       2,788,958                0

In connection with the vote to approve the Extension Proposal, 15,799,245 Class A ordinary shares were presented for redemption. After the satisfaction of such redemptions, the balance in the Company's trust account will be approximately $65.7 million.

Under Cayman Islands law, the amendments to the Articles took effect upon approval of the Extension Proposal, Founder Share Amendment Proposal and Redemption Limitation Amendment Proposal. The foregoing description of the amendments to the Articles is qualified in its entirety by the full text of each of the Amendments to the Amended and Restated Memorandum and Articles of Association, which are filed as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number    Description
3.1         Certificate of Amendment to the Amended and Restated Memorandum and
          Articles of Association of Valuence Merger Corp. I.
3.2         Certificate of Amendment to the Amended and Restated Memorandum and
          Articles of Association of Valuence Merger Corp. I.
3.3         Certificate of Amendment to the Amended and Restated Memorandum and
          Articles of Association of Valuence Merger Corp. I
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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