Item 8.01 Other Events.
good December 15, 2022, Sagaliam Acquisition Corp. (“Sagaliam” or the “Company”) issued a press release for the special shareholders’ meeting (“Meeting”) originally scheduled to take place. Friday, December 16, 2022it has been delayed 9:00 AM Eastern Timegood December 22, 2022. At the meeting, shareholders will be asked to vote on the proposal to amend and restate the Company’s certificate of incorporation (the “Charter”), pursuant to a first amendment to the Charter, to allow the Company to extend the date. The company must complete the initial business combination
December 23, 2022 for a maximum of ten consecutive months October 23, 2023 by depositing additional funds into the trust account at each extension election (the “Extension Amendment Proposal”).
As a result of this change, the Assembly will be held today 9:00 AM Eastern Timegood December 22, 2022via a live webcast at https://www.cstproxy.com/sagaliam/2022.
Sagaliam Sponsor LLC (the “Sponsor”) agrees that if the Extension Amendment Proposal is accepted, the Sponsor will provide the lesser of the (x) escrow account. $100,000 and (y) $0.05 per share, for each public share of the Company not redeemed in connection with the Meeting, for each monthly extension, paid from month to month and as required, (each referred to herein as a “Contribution”), to extend the date on which the Company must complete the initial business combination December 23, 2022 each time for more months, up to ten times October 23, 2023. If the company extends the deadline for completing a business combination
October 23, 2023The Sponsor would make Aggregate Contributions in the amount of the lesser of (x). $1,000,000 and (y) $0.50 for each share, for each public share of the Company, which is not redeemed in connection with the Assembly.
The sponsor wants to help Sagaliam because of a new excise tax that could be levied on shareholder redemptions in 2023.
good August 16, 2022, the Inflation Reduction Act of 2022 (“IR Act”) was signed into federal law. The IR Law foresees, among other things, a new USA
A 1% federal excise tax (the “Excise Tax”) on repurchases (including redemptions) of shares of publicly traded households (ie USA) corporations and certain subsidiaries within publicly traded foreign corporations. Excise duty is imposed on the repurchasing company, not on the repurchasing shareholders. The amount of the special tax is generally 1% of the fair market value of the shares being repurchased. The IR Act only applies to subsequent acquisitions December 31, 2022.
The extensions permitted by the Extension Amendment Proposal could result in the closing of Sagaliam’s recently announced business combination. Allenby Montefiore Limited after December 31, 2022. Any subsequent redemption or other acquisition December 31, 2022, in connection with an initial business combination or otherwise, may be subject to excise duty. Whether and to what extent the Company would be subject to excise taxes related to the initial business combination would depend on a number of factors, including (i) the fair market value of returns and purchases related to the initial business combination, (ii) the structure of the initial business combination, ( iii) the nature and amount of any “PIPE” or equity issuances in connection with (or otherwise issued in connection with, but within) the initial business combination. in the same tax year as the initial business combination) and (iv) the content of the regulations and other guidance US Department of the Treasury. In addition, since the special tax would be paid by the Company, and not by the holder, the mechanism for any special tax payment has not been specified.
To alleviate the current uncertainty surrounding the implementation of the IR Act, if the Extension Amendment Proposal is enacted, the Sponsor intends to indemnify Sagaliam for any excise tax liabilities resulting from the implementation of the IR Act with respect to future repayments. they happen after December 31, 2022. For the avoidance of doubt, proceeds deposited in the Company’s trust account and interest earned thereon shall not be used to pay any excise taxes payable under the IR Act in connection with any redemption of the Company’s Class A common stock. connection with the initial business combination.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
This Current Report on Form 8-K (the “Report”) contains forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements. These forward-looking statements and factors that could cause them to differ include, without limitation, uncertainties related to the approval of the Company’s stockholders of the Extension Amendment Proposal, the inability to consummate an initial business combination on a timely basis, and other risks and uncertainties. in the files indicated periodically SECCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 Under the heading “Risk Factors” and other documents submitted or to be submitted by the Company.
SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligation or undertaking to publicly release any updates or revisions to the forward-looking statements contained herein to reflect any change in the Company’s expectations or any change in the facts, conditions or circumstances on which the statements are based.
Participants of the call
The Company and its directors, officers, other members of management and employees, below SEC the rules can be understood to be part of requesting proxies from the holders of the Company’s securities in favor of the approval of the Extension Amendment Proposal. Investors and security holders can obtain more detailed information about the names, affiliations and interests of the directors and officers of the Company in the final representation dated.
November 29, 2022 (the “Extension Proxy Statement”), when available, may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This report will not solicit any representation, consent or consent with respect to the securities or the Extension Amendment Proposal. This communication will not constitute an offer to sell or the solicitation of an offer to buy any securities, and no sale of securities will be unlawful in any state or jurisdiction where such offer, solicitation or sale prior to registration or qualification would be unlawful. under the securities laws of any jurisdiction. No offering of securities will be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional information and where to find it
The Company urges investors, shareholders and other interested persons to read the extension proxy statement, as well as other documents filed by the Company. SEC, as these documents will contain important information about the Company and the Extension Amendment Proposal. When available, stockholders may obtain copies of the Extension Proxy Statement, free of charge, at the SECs
website at www.sec.gov or by applying to: Sagaliam Acquisition Corp.,
Barry CostinerGeneral Manager, 1800 Avenue of the StarsSuite 1475,
Los Angeles, CA 90067; Tel.: (213) 616-0011; email@example.com.
Point 9.01. Financial statements and exhibits.
Exhibit No. Description
99.1 Press Release, dated December 15, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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