Item 8.01 Other Events.
Membership Interest Purchase Agreement
On March 23, 2023, GLD Sponsor Member, LLC, a Delaware limited liability company
(the "Seller"), entered into a Membership Interest Purchase Agreement (the
"Purchase Agreement") with BN Holdings Trust, a Nevada Trust ("BN Holdings
Trust") and Sagaliam Sponsor, LLC (the "Sponsor"), pursuant to which BN Holdings
Trust agreed to purchase all of the issued and outstanding equity interests in
the Sponsor from the Seller, which constitutes 100% of the membership interests
in the Sponsor. The consummation of the transactions contemplated by the
Purchase Agreement (the "Closing") shall take place at 10:00 am., New York time,
on or before April 14, 2023.
There are a number of conditions precedent to the Closing including the delivery
of an amended letter agreement, pursuant to which Sagaliam Acquisition Corp.
(the "Company") and EF Hutton, as underwriter to the Company, will consent to
the transfer of certain Class A units and Class B Shares from the Sponsor to
certain individuals and entities as listed in the Purchase Agreement. The
Purchase Agreement also requires (i) the delivery of a release in favor of the
Seller by the Sponsor and certain third parties, (ii) the delivery of
indemnification and hold harmless agreements between BN Holdings Trust and
certain third parties, including the current directors of the Company, (iii) the
assumption by BN Holdings Trust of certain obligations of the Sponsor and the
Company, each of which are to be paid as of the closing date of a business
combination for the Company, (iv) the maintenance of directors' and officers'
liability insurance and (v) the resignation of the current officers of the
Sponsor.
Business Combination Extension
On March 23, 2023, the Company notified Continental Stock Transfer & Trust
Company that it was exercising its option to extend the time available to
consummate a business combination by an additional one month, thereby extending
the de-SPAC deadline from March 23, 2023 to April 23, 2023. Furthermore, in
accordance with the Investment Management Trust Agreement between the Company
and Continental Stock Transfer & Trust Company, dated December 20, 2021, the
date by which the Company has to complete its business combination has been
extended by the Company from March 23, 2023 to April 23, 2023 (the "Extension")
by depositing $57,380.22 into the trust account for its public stockholders. The
Extension is the fourth of ten one-month extensions permitted under the
Company's governing documents and provides the Company with additional time to
complete its business combination.
Disclaimer
This Current Report on Form 8-K is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities or the solicitation of any vote in any jurisdiction
pursuant to the proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer or securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION ("SEC") OR ANY OTHER
REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF
THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward Looking Statements
The disclosure herein includes certain statements that are not historical facts
but are forward-looking statements for purposes of the safe harbor provisions
under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding projections, estimates and forecasts of
revenue and other financial and performance metrics and projections of market
opportunity and expectations, Company's ability to enter into a definitive
business combination agreement and Company's ability to obtain the financing
necessary to consummate the potential business combination transaction. These
statements are based on various assumptions and on the current expectations of
Company's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Company. These forward-looking statements are subject
to a number of risks and uncertainties, including: Company's ability to enter
into a definitive agreement with respect to the proposed business combination or
consummate a transaction; the risk that the approval of the stockholders of
Company for the potential transaction is not obtained; failure to realize the
anticipated benefits of the potential transaction, including as a result of a
delay in consummating the potential transaction or difficulty in integrating the
businesses of Company; the amount of redemption requests made by Company's
stockholders and the amount of funds remaining in Company's trust account after
satisfaction of such requests; those factors discussed in Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 under the
heading "Risk Factors," and other documents of Company filed, or to be filed,
with the SEC. If the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that Company presently
does not know or that Company currently believes are immaterial that could also
cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Company's
expectations, plans or forecasts of future events and views as of the date
hereof. Company anticipates that subsequent events and developments will cause
Company's assessments to change. However, while Company may elect to update
these forward-looking statements at some point in the future, Company
specifically disclaims any obligation to do so. These forward-looking statements
should not be relied upon as representing Company's assessments as of any date
subsequent to the date of this disclosure statement. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith:
Exhibit No. Description of Exhibits
99.1 Company Press Release, dated April 3, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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