Valuence Merger I restructured its related-party financing on June 30, 2026, issuing three zero-interest convertible promissory notes totaling up to $6.0 million and terminating prior sponsor notes. The new notes include up to $1.5 million each with CPC Sponsor Opportunities I and CPC Sponsor Opportunities I (Parallel), and up to $3.0 million with NovoCG, reflecting initial deemed draws of $528,650, $441,350 and $900,000, respectively. Concurrently, the company canceled a fully drawn $300,000 June 2024 sponsor note and mutually terminated an undrawn $1.5 million February 2026 sponsor note, while settling $1.57 million of related-party advances. The notes mature at a business combination or liquidation and may convert into warrants at $1.50 per warrant, subject to a $1.5 million aggregate conversion cap for sponsor-affiliated notes.

Agreement 1: Valuence Merger I Issues $1.5M Zero-Interest Convertible Note to CPC Sponsor Opportunities I

  • Agreement type: Convertible promissory note (no interest), up to $1,500,000
  • Counterparty: CPC Sponsor Opportunities I
  • Signed / Effective: Jun 30 2026 / Jun 30 2026
  • Duration / Termination: Until earlier of initial business combination or liquidation
  • Reason: Refinance and consolidate related-party obligations

Agreement 2: Valuence Merger I Issues $1.5M Zero-Interest Convertible Note to CPC Sponsor Opportunities I (Parallel)

  • Agreement type: Convertible promissory note (no interest), up to $1,500,000
  • Counterparty: CPC Sponsor Opportunities I (Parallel)
  • Signed / Effective: Jun 30 2026 / Jun 30 2026
  • Duration / Termination: Until earlier of initial business combination or liquidation
  • Reason: Refinance and consolidate related-party obligations

Agreement 3: Valuence Merger I Issues $3.0M Zero-Interest Convertible Note to NovoCG

  • Agreement type: Convertible promissory note (no interest), up to $3,000,000
  • Counterparty: NovoCG
  • Signed / Effective: Jun 30 2026 / Jun 30 2026
  • Duration / Termination: Until earlier of initial business combination or liquidation
  • Reason: Refinance and consolidate related-party obligations

Agreement 4: Valuence Merger I Terminates Undrawn $1.5M February 2026 Sponsor Note

  • Agreement terminated: Convertible promissory note (up to $1,500,000)
  • Counterparty: VMCA Sponsor
  • Original agreement date: Feb 27 2026
  • Termination date: Jun 30 2026
  • Termination type: mutual
  • Exit fees / payments: None
  • Reason: Restructure sponsor financing

Agreement 5: Valuence Merger I Cancels Fully Drawn $300K June 2024 Sponsor Note in Restructuring

  • Agreement terminated: Convertible promissory note (up to $300,000)
  • Counterparty: VMCA Sponsor
  • Original agreement date: Jun 04 2024
  • Termination date: Jun 30 2026
  • Termination type: mutual
  • Exit fees / payments: None
  • Reason: Restructure related-party debt and advances

Original SEC Filing:

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