Valuence Merger Corp. I (the Company) has terminated a prior convertible promissory note with VMCA Sponsor, LLC, dated February 27, 2026, for up to $1,500,000, as no amounts were drawn. The Company also entered into an Omnibus Note Exchange and Debt Conversion Agreement to restructure related-party indebtedness. This agreement cancels a $300,000 convertible promissory note issued to VMCA Sponsor, LLC on June 4, 2024, which was fully drawn. Outstanding related-party advances totaling $1,570,000 owed to CPC I ($446,900), CPC I Parallel ($373,100), and NovoCG ($750,000) were settled. In consideration, three new convertible promissory notes were issued on June 30, 2026: one to CPC I for up to $1,500,000 (initial deemed drawdown $528,650), one to CPC I Parallel for up to $1,500,000 (initial deemed drawdown $441,350), and one to NovoCG for up to $3,000,000 (initial deemed drawdown $900,000). These new notes bear no interest and are due on the earlier of the Company's business combination or liquidation. If no business combination occurs, repayment will only come from funds outside the trust account, or the debt will be forgiven. The principal balance of the new notes can be converted into warrants at $1.50 per warrant at the option of the Payee, with a cap on aggregate conversion of $1.5 million for the Sponsor and its affiliates. These warrants will have terms identical to those issued in the Company's private placement.