Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Valuence Merger Corp. I
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G9R16L100
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP: G9R16L100
Page 2 of 7
| 1 | NAMES OF REPORTING PERSONS
Spring Creek Capital, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
150,000 (1) | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
150,000 (1) | |||
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.42% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents 150,000 Class A Ordinary Shares, par value $0.0001 per share (“Public Shares”), of Valuence Merger Corp. I (the “Issuer”). |
CUSIP: G9R16L100
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| 1 | NAMES OF REPORTING PERSONS
Koch Industries, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
150,000 (1) | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
150,000 (1) | |||
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.42% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 150,000 Public Shares held by Spring Creek Capital, LLC. These Issuer securities may be deemed to be beneficially owned by Koch Industries, Inc. by virtue of its indirect ownership of Spring Creek Capital, LLC. |
CUSIP: G9R16L100
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| Item | 1(a). Name of Issuer: Valuence Merger Corp. I (the “Issuer”) |
Item 1(b). Address of Issuer’s Principal Executive Officers: 4 Orinda Way, Suite 100D, Orinda, CA 94563
| Item | 2(a). Name of Person Filing: |
Spring Creek Capital, LLC (“Spring Creek”)
SCC Holdings, LLC (“SCC”)
KIM, LLC (“KIM”)
Koch Investments Group, LLC (“KIG”)
Koch Investments Group Holdings, LLC (“KIGH”)
Koch Industries, Inc. (“Koch Industries”)
(Each a “Reporting Person,” and collectively, the “Reporting Persons”).
| Item | 2(b). Address or Principal Business Office or, if None, Residence: |
The principal business office for all Reporting Persons is:
4111 E. 37th Street North
Wichita, KS 67220
| Item | 2(c). Citizenship: See Item 4 of each cover page. |
Item 2(d). Title of Class of Securities: Class A Ordinary Shares, par value $0.0001 per share (“Public Shares”).
Item 2(e). CUSIP No.: G9R16L100.
Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: See Item 9 of each cover page.
(b) Percent of class: See Item 11 of each cover page. Calculated using 6,210,718 Public Shares outstanding as of November 14, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023.
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: See Item 5 of each cover page. |
| (ii) | Shared power to vote or to direct the vote: See Item 6 of each cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: See Item 7 of each cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 8 of each cover page. |
The Reporting Persons’ ownership of the Public Shares exceeded 5% as of December 31, 2023. Subsequent to December 31, 2023 and prior to this filing, the Reporting Persons sold certain of their Public Shares and, as a result, the Reporting Persons reduced their ownership of the Public Shares to less than 5% of the Issuer’s Public Shares.
Spring Creek is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments.
Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of (i) Koch Industries’ beneficial ownership of KIGH, (ii) KIGH’s beneficial ownership of KIG, (iii) KIG’s beneficial ownership of KIM, (iv) KIM’s beneficial ownership of SCC and (v) SCC’s beneficial ownership of Spring Creek. The filing of this Schedule 13G shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.
CUSIP: G9R16L100
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Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
CUSIP: G9R16L100
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 9, 2024 | ||||||
| Spring Creek Capital, LLC | ||||||
| By: | /s/ Raffaele G. Fazio | |||||
| Name: | Raffaele G. Fazio | |||||
| Title: | Vice President and Secretary | |||||
| SCC Holdings, LLC | ||||||
| By: | /s/ Raffaele G. Fazio | |||||
| Name: | Raffaele G. Fazio | |||||
| Title: | Secretary | |||||
| KIM, LLC | ||||||
| By: | /s/ Raffaele G. Fazio | |||||
| Name: | Raffaele G. Fazio | |||||
| Title: | Vice President and Secretary | |||||
| Koch Investments Group, LLC | ||||||
| By: | /s/ Raffaele G. Fazio | |||||
| Name: | Raffaele G. Fazio | |||||
| Title: | Secretary | |||||
| Koch Investments Group Holdings, LLC | ||||||
| By: | /s/ Raffaele G. Fazio | |||||
| Name: | Raffaele G. Fazio | |||||
| Title: | Secretary | |||||
| Koch Industries, Inc. | ||||||
| By: | /s/ Raffaele G. Fazio | |||||
| Name: | Raffaele G. Fazio | |||||
| Title: | Assistant Secretary | |||||
CUSIP: G9R16L100
Page 7 of 7
EXHIBIT INDEX
| Exhibit Number | Title | |
| 99.1 | Joint Filing Agreement | |