Form 8-K

8-K — Valuence Merger Corp. I

Accession: 0001493152-26-032317

Filed: 2026-07-07

Period: 2026-06-30

CIK: 0001892747

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001892747

2026-06-30

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 30, 2026

Valuence

Merger Corp. I

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-41304

N/A 00-0000000

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

Orinda Way, Suite 100D

Orinda,

CA 94563

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (415) 340-0222

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act: None.

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

June 30, 2026, Valuence Merger Corp. I (the “Company”), entered into a Mutual Note Termination Agreement (the “Termination

Agreement”) with VMCA Sponsor, LLC (the “Sponsor”), pursuant to which the Company and the Sponsor agreed to terminate

the Convertible Promissory Note, dated February 27, 2026, issued by the Company to the Sponsor in the principal amount of up to $1,500,000

(the “February 2026 Note”). No amounts had been drawn down, and no principal or other amount was outstanding, under the February

2026 Note.

Also

on June 30, 2026, the Company entered into an Omnibus Note Exchange and Debt Conversion Agreement (the “Omnibus Agreement”)

with the Sponsor, CPC Sponsor Opportunities I, LP (“CPC I”), CPC Sponsor Opportunities I (Parallel), LP (“CPC I Parallel”)

and NovoCG, LLC (“NovoCG”), pursuant to which the parties agreed to restructure certain outstanding related-party indebtedness

and advances of the Company. Pursuant to the Omnibus Agreement, the parties agreed to cancel, extinguish and terminate the Convertible

Promissory Note, dated June 4, 2024, issued by the Company to the Sponsor in the principal amount of up to $300,000 (the “June

2024 Note”), which had been fully drawn and remained outstanding.

connection with the Omnibus Agreement, the parties also agreed to settle and discharge outstanding balances classified as “Advance

from Related Party” on the Company’s books and records owed to CPC I, CPC I Parallel and NovoCG in the amounts of $446,900,

$373,100 and $750,000, respectively, for an aggregate advance balance of $1,570,000.

consideration for the cancellation of the June 2024 Note and settlement of the related-party advances, the Company issued three new convertible

promissory notes, each dated June 30, 2026: (i) a note to CPC I in the principal amount of up to $1,500,000, with an initial deemed drawdown

balance of $528,650; (ii) a note to CPC I Parallel in the principal amount of up to $1,500,000, with an initial deemed drawdown balance

of $441,350; and (iii) a note to NovoCG in the principal amount of up to $3,000,000, with an initial deemed drawdown balance of $900,000

(collectively, the “New Notes”). The New Notes bear no interest and are repayable in full upon the earlier of (a) the date

of the consummation of the Company’s initial business combination or (b) the date of the Company’s liquidation (the earlier

of such date, the “Maturity Date”). If the Company does not consummate an initial business combination by the Maturity Date,

the New Notes will be repaid only from funds held outside of the trust account established in connection with the Company’s initial

public offering (the “Trust Account”) or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding

principal balance of the New Notes may be converted into warrants, at a price of $1.50 per warrant, at the option of the Sponsor, provided

that the maximum aggregate conversion of all convertible notes issued to the Sponsor or its affiliates may not exceed $1.5 million. Such

warrants will have terms identical to the warrants issued by the Company in a private placement that closed simultaneously with the Company’s

initial public offering.

The

foregoing descriptions of the Termination Agreement, the Omnibus Agreement and the New Notes are qualified in their entirety by reference

to the Termination Agreement, the Omnibus Agreement and the New Notes, copies of which are attached as Exhibits 10.1, 10.2, 10.3, 10.4

and 10.5 hereto and are incorporated herein by reference.

Item

1.02. Termination of a Material Definitive Agreement.

The

disclosure contained in Item 1.01 of this Current Report on Form 8-K with respect to the Termination Agreement and the Omnibus Agreement

is incorporated by reference in this Item 1.02.

Item

2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.

The

disclosure contained in Item 1.01 of this Current Report on Form 8-K with respect to the New Notes is incorporated by reference in this

Item 2.03.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

10.1

Mutual Note Termination Agreement, dated June 30, 2026, by and between Valuence Merger Corp. I and VMCA Sponsor, LLC.

10.2

Omnibus Note Exchange and Debt Conversion Agreement, dated June 30, 2026, by and among Valuence Merger Corp. I, VMCA Sponsor, LLC, CPC Sponsor Opportunities I, LP, CPC Sponsor Opportunities I (Parallel), LP and NovoCG, LLC.

10.3

Convertible Promissory Note, dated June 30, 2026, between Valuence Merger Corp. I and CPC Sponsor Opportunities I, LP.

10.4

Convertible Promissory Note, dated June 30, 2026, between Valuence Merger Corp. I and CPC Sponsor Opportunities I (Parallel), LP.

10.5

Convertible Promissory Note, dated June 30, 2026, between Valuence Merger Corp. I and NovoCG, LLC.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

VALUENCE

MERGER CORP. I

By:

/s/

Sungwoo (Andrew) Hyung

Name:

Sungwoo

(Andrew) Hyung

Title:

Chief

Financial Officer and Director

Dated:

July 7, 2026

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

MUTUAL

NOTE TERMINATION AGREEMENT

June

30, 2026

This

Mutual Note Termination Agreement (this “Agreement”) is entered into as of June 30, 2026, by and between Valuence

Merger Corp. I (the “Maker”) and VMCA Sponsor, LLC (the “Payee”). The Maker and Payee are each

referred to herein as a “Party” and together as the “Parties.”

WHEREAS,

the Maker previously issued a certain Convertible Promissory Note to the Payee, dated as of February 27, 2026, in the principal amount

of up to $1,500,000 (“Undrawn Note”);

WHEREAS,

no amounts have ever been drawn down, and no principal or other amount is currently outstanding, under the Undrawn Note; and

WHEREAS,

in connection with the Maker’s restructuring of its outstanding related-party advances and notes, the Maker and the Payee desire

to terminate the Undrawn Note in their entirety, effective as of the date hereof;

NOW,

THEREFORE, the Parties agree as follows:

1. Termination

of Undrawn Note. Effective as of the date of this Agreement, the Undrawn Note is hereby

terminated, cancelled, voided, and rendered of no further force or effect. Any physical or

electronic counterparts of the Undrawn Notes remaining in the possession of the Payee are

hereby deemed automatically cancelled and void.

2. Discharge

of Obligations. Neither party shall have any further funding obligations, payment obligations,

liabilities, or duties under or in connection with the Undrawn Notes.

3. Governing

Law. This Agreement shall be construed and enforced in accordance with the laws of the

State of New York, without regard to conflict of law principles thereof.

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

VALUENCE MERGER CORP. I

VMCA SPONSOR, LLC

By: /s/ Sungwoo (Andrew) Hyung

By: /s/ Sungsik Lee

Name: Sungwoo (Andrew) Hyung

Name: Sungsik Lee

Title: Chief Financial Officer

Title:

Co-managing Member

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

OMNIBUS

NOTE EXCHANGE AND DEBT CONVERSION AGREEMENT

June

30, 2026

This

Omnibus Note Exchange and Debt Conversion Agreement (this “Agreement”) is entered into as of June 30, 2026, by and

among Valuence Merger Corp. I (the “Company” or “Maker”), VMCA Sponsor, LLC (the “Sponsor”

or “Original Payee”), CPC Sponsor Opportunities I, LP (“CPC I”), CPC Sponsor Opportunities I (Parallel),

LP (“CPC I Parallel”), and NovoCG, LLC (“NovoCG”). The Company, Sponsor, CPC I, CPC I Parallel,

and NovoCG are each referred to herein as a “Party” and together as the “Parties.”

WHEREAS,

the Company previously issued a certain Convertible Promissory Note to the Original Payee, dated as of June 4, 2024, in the principal

amount of up to $300,000 (the “Old Note”);

WHEREAS,

the Company drew down the full $300,000 principal amount under the Old Note on June 4, 2024, which was funded by CPC I ($81,750), CPC

I Parallel ($68,250), and NovoCG ($150,000), respectively, the entire balance of which remains outstanding as of the date hereof;

WHEREAS,

the Company has an outstanding balance of $446,900 classified as an “Advance from Related Party” on its books and records

owed to CPC I (the “CPC I Advance”);

WHEREAS,

the Company has an outstanding balance of $373,100 classified as an “Advance from Related Party” on its books and records

owed to CPC I Parallel (the “CPC I Parallel Advance”);

WHEREAS,

the Company has an outstanding balance of $750,000 classified as an “Advance from Related Party” on its books and records

owed to NovoCG (the “NovoCG Advance”); and

WHEREAS,

the Parties desire to restructure these balances by:

(i) Cancelling

the Old Note ($300,000);

(ii) Absorbing

and settling the full balance of CPC I Advance ($446,900), CPC I Parallel Advance ($373,100)

and NovoCG Advance ($750,000); and

(iii) Reallocating

the cumulative aggregate debt of $1,870,000 into initial deemed drawdowns under three (3)

new individual Convertible Promissory Notes issued directly by the Company to CPC I, CPC

I Parallel, and NovoCG, respectively (the “New Notes”).

NOW,

THEREFORE, the Parties agree as follows:

1. Cancellation

of Old Note. Effective seamlessly upon execution, the Old Note is hereby cancelled, extinguished,

and terminated. Original Payee releases the Company from all obligations thereunder.

2. Settlement

of Advance Balance. The $1,570,000 balance of “Advance from Related Party”

is hereby deemed fully satisfied, discharged, and closed out from the open account advance

ledger.

3. Issuance

and Allocation of New Note Drawdowns. In consideration for the cancellation and settlement

in Sections 1 and 2, the Company hereby issues three (3) New Notes as below:

(i) Convertible

Promissory Note to CPC I, in the principal amount of up to $1,500,000, with an initial deemed

drawdown balance of $528,650 ($81,750 from the Old Note + 446,900 from the CPC I Advance)

(ii) Convertible

Promissory Note to CPC I Parallel, in the principal amount of up to $1,500,000, with an initial

deemed drawdown balance of $441,350 ($68,250 from the Old Note + 373,100 from the CPC I Parallel

Advance)

(iii) Convertible

Promissory Note to NovoCG, in the principal amount of up to $3,000,000, with an initial deemed

drawdown balance of $900,000 ($150,000 from the Old Note + 750,000 from the NovoCG Advance)

4. Deemed

Drawdown Requests. This Agreement shall serve as the official written, cross-executed

Drawdown Request required under Section 2 of the New Notes to formalize these balance entries

for the Company’s upcoming 10-Q filing.

5. Governing

Law. This Agreement shall be construed and enforced in accordance with the laws of the

State of New York, without regard to conflict of law principles thereof.

[Signature

page follows]

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

VALUENCE

MERGER CORP. I

VMCA

SPONSOR, LLC

/s/ Sungwoo (Andrew) Hyung

/s/ Sungsik Lee

Name:

Sungwoo

(Andrew) Hyung

Name:

Sungsik

Lee

Title:

Chief

Financial Officer

Title:

Co-managing

Member

CPC

SPONSOR OPPORTUNITIES I, LP

CPC

SPONSOR OPPORTUNITIES I (PARALLEL), LP

By:

CPC

Sponsor Opportunities I GP, LLC, its General Partner

By:

CPC Sponsor Opportunities I GP, LLC, its General Partner

/s/ Edward Tsun-Wei Chen

Name:

Edward

Tsun-Wei Chen

Name:

Edward

Tsun-Wei Chen

Title:

Managing

Member

Title:

Managing

Member

NOVOCG,

LLC

/s/

Gene Young Cho

Name: Gene

Young Cho

Title: Managing

Partner

[Signature

Page to Omnibus Note Exchange and Debt Conversion Agreement]

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit

10.3

THIS

PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE

THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH

REGISTRATION IS NOT REQUIRED.

CONVERTIBLE

PROMISSORY NOTE

Principal

Amount: Up to $1,500,000

Dated

as of June 30, 2026

Valuence

Merger Corp. I, a Cayman Islands exempt company (the “Maker”), promises to pay to the order of CPC Sponsor Opportunities

I, LP or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of $1,500,000

or such lesser amount as has been advanced by Payee to Maker and remains unpaid under this Note on the Maturity Date (as defined below)

in lawful money of the United States of America, on the terms and conditions described below. Subject to Section 15, all payments

on this Note shall be made by check or wire transfer of immediately available funds to such account as the Payee may from time to time

designate by written notice in accordance with the provisions of this Note.

1. Principal. The

entire unpaid principal balance of this Note shall be payable on the earlier of: (i) the date on which Maker consummates an initial

business combination (the “Closing Date”) and (ii) the date of the liquidation of Maker (the earlier of such date

and the Closing Date, the “Maturity Date”). The principal balance may not be prepaid. Under no circumstances

shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated

personally for any obligations or liabilities of the Maker hereunder. The Payee understands that if a business combination is not

consummated, this Note will be repaid solely to the extent that the Maker has funds available to it outside of the trust account

(the “Trust Account”) established in which the proceeds of the initial public offering (“the

“IPO”) conducted by the Maker (including the deferred underwriters’ discounts and commissions) and the

proceeds of the sale of the warrants issued in a private placement that occurred prior to the closing of the IPO were deposited, as

described in greater detail in Maker’s Registration Statement on Form S-1 (333-262246) filed with the Securities and Exchange

Commission in connection with the IPO (the “Registration Statement”), and that all other amounts will be

forfeited, eliminated or otherwise forgiven.

2. Drawdown

Requests. From time to time from the date hereof through the Maturity Date, Maker may make written requests to Payee to draw

down all or a portion of the aggregate principal amount of this Note (each, a “Drawdown Request”). Payee shall

fund each Drawdown Request via wire transfer no later than the later of (x) one (1) business day after receipt of a Drawdown Request

or (y) the date as specified on the Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this

Note at any time may not exceed $1,500,000. Once an amount is drawn down under this Note, it shall not be available for future

Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of,

any Drawdown Request by Maker.

3. Interest. No interest shall accrue on the unpaid principal balance of this Note.

4. Application

of Payments. All payments received by Payee pursuant to this Note shall be applied first to payment in full of any costs

incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to

the reduction of the unpaid principal balance of this Note.

5. Events of Default. The following shall constitute an event of default (“Event of Default”):

(a) Failure

to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days

of the Maturity Date.

(b) Voluntary

Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,

rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,

assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the

making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become

due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in

an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,

assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering

the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of

60 consecutive days.

Remedies.

(a)

Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by

written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note,

and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other

notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to

the contrary notwithstanding.

(b)

Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid

principal balance of this Note, and all other amounts payable with regard to this Note, shall automatically and immediately become

due and payable, in all cases without any action on the part of Payee.

Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note

waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors,

defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to

Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any

sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from

civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a

judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any

order desired by Payee.

8. Unconditional

Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of

the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,

and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented

to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with

respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may

become parties hereto without notice to Maker or affecting Maker’s liability hereunder. Any failure of Payee to exercise any

right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time and from time to

time thereafter. Payee may accept late payments, or partial payments, even though marked “payment in full” or containing

words of similar import or other conditions, without waiving any of its rights.

9. Notices.

All notices, statements or other documents which are required or contemplated by this Note shall be: in writing and delivered (i)

personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to

the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax

number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently

provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other

communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day

following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to

an overnight courier service or five (5) days after mailing if sent by mail.

10. Construction.

THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW

PROVISIONS THEREOF.

11.

Severability. Any provision contained in this Note which is prohibited or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or

unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any

jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. Trust

Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of

any kind (“Claim”) in or to any distribution of or from the trust account established in which the proceeds of

the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain proceeds of the sale of

the warrants issued in a private placement were deposited, as described in greater detail in the Registration Statement, and hereby

agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason

whatsoever.

13.

Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written

consent of the Maker and the Payee.

14. Assignment.

This Note binds and is for the benefit of the successors and permitted assigns of Maker and the Payee. No assignment or transfer of

this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the

prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

15.

Conversion. Notwithstanding anything contained in this Note to the contrary, at

Payee’s option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert all or

any portion of the unpaid principal balance of this Note into that number of warrants of Maker, each warrant exercisable for one

Class A ordinary share of the Maker (the “Conversion Warrants”), equal to: (x) the outstanding principal amount

of this Note divided by (y) one dollar and fifty cents ($1.50), rounded up to the nearest whole number of warrants; provided

that, in accordance with the disclosures made in the Registration Statement, in no event shall the aggregate principal amount of

this Note and any other convertible promissory notes of the Maker converted into Conversion Warrants exceed $1,500,000. The

Conversion Warrants shall be identical to the warrants issued by the Maker to the Payee in a private placement upon consummation of

the Maker’s initial public offering. Upon any such conversion of the principal amount of this Note, this Note shall become

fully paid and satisfied. The Conversion Warrants shall bear such legends as are required, in the opinion of counsel to Maker or by

any other agreement between Maker and Payee and applicable state and federal securities laws. The Conversion Warrants shall not be

issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of

law.

[Signature

page follows]

WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the

day and year first above written.

VALUENCE

MERGER CORP. I

By:

/s/

Sungwoo (Andrew) Hyung

Name:

Sungwoo

(Andrew) Hyung

Title:

Chief

Financial Officer

[Signature

Page to Convertible Promissory Note]

EX-10.4

Filename: ex10-4.htm · Sequence: 5

Exhibit 10.4

THIS

PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE

THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH

REGISTRATION IS NOT REQUIRED.

CONVERTIBLE

PROMISSORY NOTE

Principal

Amount: Up to $1,500,000

Dated

as of June 30, 2026

Valuence

Merger Corp. I, a Cayman Islands exempt company (the “Maker”), promises to pay to the order of CPC Sponsor Opportunities

I (Parallel), LP or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of

$1,500,000 or such lesser amount as has been advanced by Payee to Maker and remains unpaid under this Note on the Maturity Date (as defined

below) in lawful money of the United States of America, on the terms and conditions described below. Subject to Section 15, all

payments on this Note shall be made by check or wire transfer of immediately available funds to such account as the Payee may from time

to time designate by written notice in accordance with the provisions of this Note.

Principal. The entire unpaid principal balance of this Note shall be payable on the earlier of: (i) the date on which Maker consummates

an initial business combination (the “Closing Date”) and (ii) the date of the liquidation of Maker (the earlier of

such date and the Closing Date, the “Maturity Date”). The principal balance may not be prepaid. Under no circumstances

shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally

for any obligations or liabilities of the Maker hereunder. The Payee understands that if a business combination is not consummated, this

Note will be repaid solely to the extent that the Maker has funds available to it outside of the trust account (the “Trust Account”)

established in which the proceeds of the initial public offering (“the “IPO”) conducted by the Maker (including

the deferred underwriters’ discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement

that occurred prior to the closing of the IPO were deposited, as described in greater detail in Maker’s Registration Statement

on Form S-1 (333-262246) filed with the Securities and Exchange Commission in connection with the IPO (the “Registration Statement”),

and that all other amounts will be forfeited, eliminated or otherwise forgiven.

Drawdown Requests. From time to time from the date hereof through the Maturity Date, Maker may make written requests to Payee

to draw down all or a portion of the aggregate principal amount of this Note (each, a “Drawdown Request”). Payee shall

fund each Drawdown Request via wire transfer no later than the later of (x) one (1) business day after receipt of a Drawdown Request

or (y) the date as specified on the Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this

Note at any time may not exceed $1,500,000. Once an amount is drawn down under this Note, it shall not be available for future Drawdown

Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown

Request by Maker.

Interest. No interest shall accrue on the unpaid principal balance of this Note.

Application of Payments. All payments received by Payee pursuant to this Note shall be applied first to payment in full of any

costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then

to the reduction of the unpaid principal balance of this Note.

Events of Default. The following shall constitute an event of default (“Event of Default”):

(a)

Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business

days of the Maturity Date.

(b) Voluntary

Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,

rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,

assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the

making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become

due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c)

Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect

of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,

assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the

winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive

days.

Remedies.

(a)

Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note

to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall

become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly

waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b)

Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other

amounts payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action

on the part of Payee.

Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice

of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted

by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting

any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale

under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees

that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon,

may be sold upon any such writ in whole or in part in any order desired by Payee.

Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or

enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any

other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or

consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee

with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may

become parties hereto without notice to Maker or affecting Maker’s liability hereunder. Any failure of Payee to exercise any right

hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time and from time to time thereafter.

Payee may accept late payments, or partial payments, even though marked “payment in full” or containing words of similar

import or other conditions, without waiving any of its rights.

Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: in writing and delivered

(i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission

to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax

number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided

to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication

so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt

of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier

service or five (5) days after mailing if sent by mail.

10.

Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO

CONFLICT OF LAW PROVISIONS THEREOF.

11.

Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such

jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,

and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other

jurisdiction.

12.

Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim

of any kind (“Claim”) in or to any distribution of or from the trust account established in which the proceeds of

the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain proceeds of the sale of the

warrants issued in a private placement were deposited, as described in greater detail in the Registration Statement, and hereby agrees

not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

13.

Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent

of the Maker and the Payee.

14.

Assignment. This Note binds and is for the benefit of the successors and permitted assigns of Maker and the Payee. No assignment

or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without

the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

15.

Conversion. Notwithstanding anything contained in this Note to the contrary, at Payee’s option, at any time prior to payment

in full of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this

Note into that number of warrants of Maker, each warrant exercisable for one Class A ordinary share of the Maker (the “Conversion

Warrants”), equal to: (x) the outstanding principal amount of this Note divided by (y) one dollar and fifty cents ($1.50),

rounded up to the nearest whole number of warrants; provided that, in accordance with the disclosures made in the Registration

Statement, in no event shall the aggregate principal amount of this Note and any other convertible promissory notes of the Maker converted

into Conversion Warrants exceed $1,500,000. The Conversion Warrants shall be identical to the warrants issued by the Maker to the Payee

in a private placement upon consummation of the Maker’s initial public offering. Upon any such conversion of the principal amount

of this Note, this Note shall become fully paid and satisfied. The Conversion Warrants shall bear such legends as are required, in the

opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. The Conversion

Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions

of law.

[Signature

page follows]

WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the

day and year first above written.

VALUENCE

MERGER CORP. I

By:

/s/

Sungwoo (Andrew) Hyung

Name:

Sungwoo

(Andrew) Hyung

Title:

Chief

Financial Officer

[Signature

Page to Convertible Promissory Note]

EX-10.5

Filename: ex10-5.htm · Sequence: 6

Exhibit 10.5

THIS

PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE

THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH

REGISTRATION IS NOT REQUIRED.

CONVERTIBLE

PROMISSORY NOTE

Principal

Amount: Up to $3,000,000

Dated

as of June 30, 2026

Valuence

Merger Corp. I, a Cayman Islands exempt company (the “Maker”), promises to pay to the order of NovoCG, LLC or its

registered assigns or successors in interest (the “Payee”), or order, the principal sum of $3,000,000 or such

lesser amount as has been advanced by Payee to Maker and remains unpaid under this Note on the Maturity Date (as defined below) in

lawful money of the United States of America, on the terms and conditions described below. Subject to Section 15, all

payments on this Note shall be made by check or wire transfer of immediately available funds to such account as the Payee may from

time to time designate by written notice in accordance with the provisions of this Note.