Valuence Merger Corp. I (VMCAF)

Valuence Merger Corp. I is a special purpose acquisition company that came to public markets in March 2022 with the explicit mission of acquiring breakthrough technology businesses in life sciences or sustainable technology operating in Asia. The SPAC was founded and led by Sung Yoon Woo, a South Korean private equity executive with a background in the region, and backed by strategic relationships with venture capital, private equity, and consulting firms in Korea and Japan. Like all SPACs, Valuence raised money from public investors and sought a private company to merge into its shell, planning to create a newly public vehicle with expanded capital and access to the stock market.

That was the aspiration. The reality has been far more difficult, and Valuence’s story now exemplifies the challenges that have befallen the SPAC market in the post-2021 era.

The raise and the thesis

Valuence Merger I priced its IPO in February 2022 and began trading on Nasdaq in early March under the ticker VMCAU. The offering raised $220 million in gross proceeds—$200 million in IPO capital and an additional $20 million in a private placement from insiders and strategic partners. The company’s prospectus laid out an ambitious thesis: that Asia (excluding China, Hong Kong, and Macau) held rich opportunities in life sciences breakthrough innovation and sustainable technology platforms, and that a well-connected team could identify and acquire businesses in these sectors before they became too expensive or too developed to create venture-scale returns.

The sponsor team brought credible credentials. Sung Yoon Woo founded Credian Partners, a Seoul-based private equity firm. Sung Lee had worked in the Global Development Group at SK, one of South Korea’s largest conglomerates. Andrew Hyung was a former Nomura Greentech banker. Gene Cho held an executive role at CG Pharmaceuticals. The SPAC also arranged partnerships with CrystalBioSciences (a venture capital firm), Credian Partners itself, and Quantum Leaps, a Japanese consulting firm, to draw on their networks and deal flow.

The market turned

The problem was timing. Valuence priced into a SPAC market that was already fragmenting. The boom years of 2020–2021 had seen SPACs proliferate, valuations soar, and investor enthusiasm run hot. By 2022, that enthusiasm had curdled. Rising interest rates made blank-cheque investing riskier (the money in the trust account earned very little whilst the company burned cash searching for a deal). New regulations and SEC scrutiny made SPAC mergers more cumbersome. And crucially, public investors became skeptical. When a SPAC announces a target, shareholders can redeem their shares and get their money back from the trust account; if enough shareholders redeem, the deal often becomes impossible to complete.

Valuence never found a target or announced a business combination. Without a deal, the SPAC had to keep extending its statutory deadline (originally two years from IPO, so March 2024). Shareholders voted to extend it repeatedly—first to March 2025, then to May 2026, then to March 2027—but each extension was a tacit admission of failure.

The redemption crisis

More damaging than the lack of a deal was the exodus of public shareholders. Each time Valuence asked for an extension, shareholders who had lost faith in the company simply redeemed their shares. They didn’t sue; they didn’t stay and lobby; they just took their money back. By December 2025, the trust account had shrunk to $23.2 million—from the original $200 million. The company had been hammered by over $235 million in cumulative redemptions. That evisceration meant Valuence couldn’t close any meaningful deal, because there was no money left to fund it. Even a modestly valued acquisition would be impossible; a “breakthrough technology” company in life sciences would certainly be beyond reach.

The delisting was the final indignity. SPACs have a two-year window (renewable via shareholder vote) to complete a merger. If they fail, Nasdaq delists them. Valuence missed the deadline in March 2025 and was delisted from the main market, moving to the OTC Pink tier—a much smaller exchange with far fewer institutional investors, less transparency, and lower liquidity. A SPAC that lands on the OTC markets is defunct as a going concern, because no serious company would merge into a shell with no public shareholders and no institutional interest.

The going concern warning

By the first quarter of 2026, Valuence’s management was issuing a “going concern” warning in its regulatory filings. This is a technical disclosure that says the company has substantial doubt about its ability to continue operations. It is not an insolvency notice, but it is a signal that management sees no path forward except either a last-ditch merger or liquidation of the trust account back to shareholders. The company was burning cash slowly—it had no operations—but the clock was still running down.

The broader lesson

Valuence’s collapse reflects structural shifts in the SPAC landscape. The sector worked well when capital was abundant, interest rates were low, and public investors were willing to bet on ambitious sponsors and emerging geographies. That window closed in 2022. Valuence’s targeting of Asian life sciences and sustainable tech was sensible; the sponsor team was credible; but they were caught in a paradigm shift. Even an excellent operator cannot merge a company into a shell that has lost public shareholder support and most of its capital. Valuence stands as a reminder that SPAC success depends not just on finding a good target, but on maintaining sufficient public shareholders and capital to close the deal.