UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 27, 2026

Valuence Merger Corp. I

(Exact name of registrant as specified in its charter)

4 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:

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 ☒

If 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.

On February 27, 2026, Valuence Merger Corp. I (the “Company”) issued a convertible promissory note to VMCA Sponsor, LLC, the Company’s sponsor (“Sponsor”), in the principal amount of $1,500,000 (the “Note”). The Note bears no interest and is 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 Note 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 Note 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 to the Sponsor in a private placement that closed simultaneously with the Company’s initial public offering.

Following shareholder approval of the Extension Amendment Proposal (described in more detail below), the Sponsor and/or its designee is required to deposit into the Trust Account approximately $27,794.28 for the initial two-month extension from March 3, 2026 to May 3, 2026, representing the lesser of (x) $56,000 or (y) $0.06 per public share multiplied by 463,238 public shares remaining after redemptions. Accordingly, on March 4, 2026, the Company will deposit approximately $27,794.28 into the Trust Account.

The foregoing description of the Note is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

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 is incorporated by reference in this Item 2.03.

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

The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

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

On February 27, 2026, the Company held the extraordinary general meeting of the Company (the “Meeting”). At the Meeting, the Company’s shareholders approved a proposal (the “Extension Amendment Proposal”) to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination from March 3, 2026 for an initial two month period to May 3, 2026 and to permit the Company, without another shareholder vote, by resolution of the Company’s board of directors (“Board”), to elect to further extend the Deadline Date up to ten (10) additional times for an additional one (1) month each time, provided that VMCA Sponsor, LLC or its designees deposit into the Trust Account (i) on March 4, 2026, with respect to the initial extension, an amount equal to the lesser of (x) $56,000 or (y) $0.06 per public share multiplied by the number of public shares outstanding and (ii) one business day following the public announcement by the Company that the Board has elected to further extend such date for an additional month, an amount equal to the lesser of (x) $28,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding.

The vote tabulation for the Extension Amendment Proposal is set forth below.

In connection with the vote to approve the Extension Amendment Proposal, 1,404,164 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 $5.8 million.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.