Replies to post #177830 on Enzolytics Inc (ENZC)

[Valuator2]

I'm going to guess that this has something to do with the delay: The changing of the guard within the SPAC from the sponsor interested in the previous targeted merger that was terminated in 2/23 to new investors to act as Sponsor for the deal with ENZC. It may not have closed on time. I still want to know who is behind BN Holdings Trust.

https://www.benzinga.com/secfilings/23/05/32503604/sagaliam-acquisition-corp-annual-report-form10

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”) is expected to take place at 10:00 am., New York time, on or before May 19, 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.