VMCAF 10-K & 10-Q changes, risk factors and insider trading

On June 3, 2024, we held the June 2024 Meeting, where shareholders approved an amendment to our Articles to further extend the date by which the Company must consummate our initial Business Combination from June 3, 2024 for an initial two month period to August 3, 2024 and to allow us, without another shareholder vote, by resolution of the Board of Directors, to elect to further extend the Combination Period until up to March 3, 2026. The extension to the Combination Period required the Sponsor or its designees deposit into the Trust Account (i) on June 4, 2024, with respect to the initial extension, an amount equal to the lesser of (x) $60,000 or (y) $0.03 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 of Directors has elected to further extend such date for an additional month, an amount equal to (x) $30,000 or (y) $0.0015$0.015 per public share multiplied by the number of Public Shares outstanding. Our Board of Directors has discretion to decide if we will not further extend the Combination Period.

If we have not completed our initial Business Combination within the Combination Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Shareholders may, based on estimates as of December 31, 2024,2025, receive approximately $11.89$12.43 per share. There will be no redemption rights or liquidating distributions with respect to our warrants. In certain circumstances, our Public Shareholders may receive less than $11.89$12.43 per share on the redemption of their shares. See “- If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $11.89 $12.43 per share, which is the estimated per share amount held in our Trust Account as of December 31, 20242025” and other risk factors herein.

Our current life term is on a month-to-month basis and our existence is subject to our Board of Directors’ sole discretion, as well as contingent on the deposit of monthly NewCurrent Extension Contributions into the Trust Account. If the Board of Directors elects not to extend the Combination Period, or the Sponsor fails to deposit the NewCurrent Extension Contribution, we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.

At the JuneFebruary 20242026 Meeting, the Company’s shareholders approved an amendment to the Articles to extend the date by which the Company has to consummate an initial Business Combination from JuneMarch 3, 20242026 for an initial two month period to AugustMay 3, 20242026 and to permit the Company, without another shareholder vote, by resolution of the board of directors, to elect to further extend such date up to nineteenten (10) (19) additional times for an additional one (1) month each time, up to March 3, 2026,2027, provided that the Sponsor or its designees deposit a aCurrent NewExtension Contribution of (i) $56,022$27,794.28 for the initial two-month period and (ii) $28,011$13,897.14 per month thereafter into the Trust Account.

Such monthly extensions of the Combination Period are therefore subject to the discretion of the Board of Directors and subject to our Sponsor depositing into the Trust Account the NewCurrent Extension Contribution. The Sponsor is not obligated to do so and may choose at any time not to. In either event, the Company would cease all operations except for the purpose of winding up and would redeem its Public Shares and liquidate.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginningannually in connection with our Annual Report for the year ending December 31, 2024.Reports. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our initial Business Combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

Of the net proceeds from the IPO and the sale of the Private Placement Warrants, following redemptions made in connection with our extensions and Initial Extension Contributions, Second Extension Contributions and NewCurrent Extension Contributions, $22,206,637there willis beapproximately $5.8 million available to complete our Business Combination in the Trust Account and pay related fees and expenses as of the date of this expensesAnnual Report (which includes $8,105,480 for the payment of deferred underwriting commissions).

On June 3, 2024, we held the June 2024 Meeting, where shareholders approved an amendment to our Articles to further extend the date by which the Company must consummate our initial Business Combination from June 3, 2024 for an initial two month period to August 3, 2024 and to allow us, without another shareholder vote, by resolution of the Board of Directors, to elect to further extend the Combination Period until up to March 3, 2026. The extensions to the Combination Period required the Sponsor or its designees deposit into the Trust Account (i) on June 4, 2024, with respect to the initial extension, an amount equal to the lesser of (x) $60,000 or (y) $0.03 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 of Directors has elected to further extend such date for an additional month, an amount equal to (x) $30,000 or (y) $0.0015 per public share multiplied by the number of Public Shares outstanding. Our Board of Directors has discretion to decide if we will not further extend the Combination Period. We can provide no assurance that our Board of Directors will continue to extend the Combination Period.

If we have not completed our initial Business Combination within the Combination Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expensespayable) divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Shareholders may, based on estimates as of December 31, 2024,2025, receive approximately $11.89$12.43 per share. There will be no liquidating distributions with respect to our warrants. In certain circumstances, our Public Shareholders may receive less than the currently estimated $11.89$12.43 per share on the redemption of their shares. See “- If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $11.89$12.43 per share, which is the estimated per share amount held in our Trust Account as of December 31, 20242025” and other risk factors herein. This feature is different from some other special purpose acquisition companies, in which any extension of the company’s period to consummate an initial business combination would require a vote of the company’s shareholders and in connection with such vote shareholders would have the right to redeem their Public Shares.

Certain agreements, including the underwriting agreement relating to the IPO, the IMTA between us and Continental Stock Transfer & Trust Company, the letter agreement among us and our Initial Shareholders, officers, directors and director nominees, and the registration rights agreement among us and our Initial Shareholders, may be amended without shareholder approval. These agreements contain various provisions that our Public Shareholders might deem to be material. For example, the underwriting agreement related to the IPO contains a covenant that the target company that we acquire must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the transaction with such target business (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account). so long as we obtain and maintain a listing for our securities on Nasdaq. While we do not expect our Board of Directors to approve any amendment to any of these agreements prior to our initial Business Combination, it may be possible that our Board of Directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial Business Combination. Any such amendment may have an adverse effect on the value of an investment in our securities.

We have issued Public Warrants to purchase 10,000,000 of our Class A ordinary shares, at a price of $11.50 per share, as part of the Units sold in our IPO and, simultaneously with the closing of the IPO, we issued in a private placement an aggregate of 6,666,667 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. Following our IPO, our Initial Shareholders owned an aggregate of 5,502,490 Founder Shares. As of December 31, 2024,2025, of the 5,502,490 Founder Shares, all but two have been converted into Class A ordinary shares on a one-for-one basis. In addition, if our Initial Shareholders make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.50 per warrant at the option of the lender. The Sponsor and its affiliate have entered into the Initial Extension Contribution Notes in connection with required monthly Contributions into the Trust Account in connection with extensions of the Combination Period. The Initial Extension Contribution Notes have an aggregate principal amount of up to approximately $2,564,151, and up to $1.5 million of such amount may be converted into warrants at the option of the Contributors. To the extent we issue Class A ordinary shares to effectuate a Business Combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants and Founder Shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring the target business.

If we are unable to consummate our initial Business Combination within the Combination Period, we will distribute the aggregate amount then on deposit in the Trust Account (less up to $100,000 of the interest earned thereon to pay dissolution expenses and net of taxes payable), pro rata to our Public Shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of Public Shares from the Trust Account shall be effected automatically by function of our Articles prior to any voluntary winding up. If we are required to wind up, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the Combination Period before the redemption proceeds of our Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial Business Combination prior thereto and only then in cases where investors have sought to redeem their ordinary shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete our initial Business Combination.

If the Company is unable to consummate an initial Business Combination by the end of the Combination Period, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account, less taxes payable up to $100,000 of interest to pay dissolution expenses,payable, divided by the number of then outstanding Public Shares, Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject, in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants if we fail to complete our initial Business Combination within the Combination Period.

In connection with the May 2023 Meeting, as described below, shareholders holding an aggregate of 15,799,245 Class A ordinary shares properly exercised their right to redeem their shares for $167,831,206. After the satisfaction of such redemptions, the balance in our Trust Account was approximately $65.7 million. In connection with the June 2024 Meeting, shareholders holding an aggregate of 4,343,316 Class A ordinary shares shares properly exercised their right to redeem their shares for $49,900,380. After the satisfaction of such redemptions, the balance in our Trust Account was approximately $22,206,637$21,598,622. The balance in our Trust Account was $23,218,530 as of December 31, 2024.2025.

On June 5, 2023, in connection with the required Initial Extension Contributions for monthly extensions to the Combination Period and for working capital purposes, the Company issued a non-interest bearing, unsecured convertible promissory note to the Sponsor in the aggregate principal principal amount of $613,207 and to Valuence Partners LP in the aggregate principal amount of $1,650,941. The Initial Extension Contribution Notes will be repayable by the Company upon the earlier of (i) consummation of a Business Combination and (ii) the date of the liquidation of the Company. Such loans may be converted into warrants of the post-Business Combination entity at the option of the payees, which shall have terms identical to the Private Placement Warrants. If the Company does not consummate a Business Combination by the end of the Combination Period, the outstanding principal amount of the Initial Extension Contribution Notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The Initial Extension Contribution Notes were accounted for using the bifurcation method and it was determined that the conversion feature had no value and the Initial Extension Contribution Notes were recorded at par value. As of December 31, 2024,2025, $613,207 is outstanding under the Sponsor Convertible Promissory Note and $1,650,941 has been borrowed against VP Convertible Promissory Note.

On March 4, 2025, the Company received a notice from the staff of the Listing Qualifications Department of Nasdaq stating that because the Company had not completed an IPOa Business Combination within 36 months of the effective date of its IPO registration statement, it was not in compliance with Nasdaq listing rule IM 5101-2, and was therefore subject to delisting. Trading in the Company’s securities on Nasdaq was suspended at the opening of business on March 11, 2025, and trading of the Company’s securities on the over-the-counter market commenced shortly thereafter.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until up to March 3, 20262027 to consummate a Business Combination or liquidate, provided that we cause to be deposited the NewCurrent Extension Contributions in connection with each monthly extension of the Combination Period. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation of the Trust Account and potential subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of the Combination Period Period (up to March 3, 2026,2027, if we, with shareholder approval, elect to further extend the Combination Period monthly to such deadline). Based Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity from the Sponsor Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this Annual Report. However, the Working Capital Loans andLoans, the June 2024 Note and the February 2026 Note will provide additional flexibility to continue our identification and pursuit of potential Business Combination targets. Over this time period, the Company will be using available funds, including those from the Working Capital Loans, for the purpose of paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Other than the Initial Extension Contribution NotesNotes, andthe June 2024 Note and the February 2026 Note previously disclosed in this Annual Report, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. The underwriters are entitled to a deferred underwriting commissions of $0.35 per Unit, or $8,105,480 from the closing of the IPO. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if we complete a Business Combination, subject to the terms of the underwriting agreement.

The preparation of the financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The onlymost significant item that involves critical accounting estimates is value of conversion feature of the Company’s promissory notes.

We account for our ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Ordinary shares subject to mandatory redemption is are classified as a liability instrument and isare measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of our balance sheets of the financial statements contained elsewhere in this Annual Report.

In connection with the May 2023 Meeting, as described below, shareholders holding an aggregate of 15,799,245 Class A ordinary shares properly exercised their right to redeem their shares for $167,831,206. After the satisfaction of such redemptions, the balance in our Trust Account was approximately $65.7 million. In connection with the June 2024 Meeting, shareholders holding an aggregate of 4,343,316 Class A ordinary shares properly exercised their right to redeem their shares for $49,900,380. In connection with the February 2026 Meeting, shareholders holding an aggregate of 1,404,164 Class A ordinary shares properly exercised their right to redeem their shares for $17,565,141.25. After the satisfaction of such redemptions, the balance in our Trust Account was approximately $5,794,794. The balance in our Trust Account was $5,849,516$5,914,944 as of MarchJune 31,30, 2026.

On June 5, 2023, in connection with the required Initial Extension Contributions for monthly extensions to the Combination Period and for working capital purposes, the Company issued a non-interest bearing, unsecured convertible promissory note to the Sponsor in the aggregate principal amount of $613,207 and to Valuence Partners LP in the aggregate principal amount of $1,650,941. The Initial Extension Contribution Notes will be repayable by the Company upon the earlier of (i) consummation of a Business Combination and (ii) the date of the liquidation of the Company. Such loans may be converted into warrants of the post-Business Combination entity at the option of the payees, which shall have terms identical to the Private Placement Warrants. If the Company does not consummate a Business Combination by the end of the Combination Period, the outstanding principal amount of the Initial Extension Contribution Notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The Initial Extension Contribution Notes were accounted for using the bifurcation method and it was determined that the conversion feature had no value and the Initial Extension Contribution Notes were recorded at par value. As of MarchJune 31,30, 2026, $613,207 is outstanding under the Sponsor Convertible Promissory Note and $1,650,941 has been borrowed againstunder the VP Convertible Promissory Note.

On June 4, 2024, the Company issued the June 2024 Note to the Sponsor, in the principal amount of $300,000. The June 2024 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. If the Company does not consummate an initial Business Combination by the Maturity Date, the June 2024 Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding principal balance of the June 2024 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 Private Placement Warrants. On June 4, 2024, the Company borrowed $300,000 under the June 2024 Note,Note. whichOn June 30, 2026, the June 2024 Note was outstandingterminated and replaced by the 2026 Promissory Notes, as ofdescribed March 31, 2026.further below.

On February 27, 2026, the Company issued the February 2026 Note to the Sponsor, in the principal amount of $1,500,000. The February 2026 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 Maturity Date. If the Company does not consummate an initial Business Combination by the Maturity Date, the February 2026 Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding principal balance of the February 2026 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 Private Placement Warrants. As of MarchJune 31,30, 2026, no amounts had been drawn under the February 2026 Note.

As of MarchJune 31,30, 2026, we have not commenced any operations. All activity through MarchJune 31,30, 2026, relates to our formation, the IPO, and our our search for an initial Business Combination. We will not generate any operating revenues until after the completion of a Business Combination, Combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived from the IPO placed in the Trust Account.

For the three months ended MarchJune 31,30, 2025,2026, we had a net incomeloss of $24,976,$73,687, which consisted of general and administrative expenses of $111,321, offset by interest earned on investmentscash held in the Trust Account of $181,347, offset by operating costs of $156,371.$37,634.

As of MarchJune 31,30, 2026, we had cash of $2,521$8,795 and a working capital deficit of $5,177,069.$5,118,177.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until up to March 3, 2027 to consummate a Business Combination or liquidate, provided that we cause to be deposited the Current Extension Contributions in connection with each monthly extension of the Combination Period. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation of the Trust Account and potential subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of the Combination Period (up to March 3, 2027, if we, without shareholder approval, elect to further extend the Combination Period monthly to such deadline). Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this Quarterly Report. However, the Working Capital Loans, the June 2024 NoteLoans and the February 2026 NotePromissory willNotes may provide additional flexibility to continue our identification and pursuit of potential Business Combination targets. Over this time period, the Company will be using available funds, including those from the Working Capital Loans, for the purpose of paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Other than the Initial Extension Contribution Notes, the June 2024 NoteNotes and the February 2026 NotePromissory Notes previously disclosed in this Quarterly Report, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. The underwriters are entitled to a deferred underwriting commissions of $0.35 per Unit, or $8,105,480 from the closing of the IPO. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if we complete a Business Combination, subject to the terms of the underwriting agreement.