UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~Sept~~Nov 1520, 2023

Sagaliam Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-41182

86-3006717

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Barry Kostiner

~~1800~~1490 ~~Avenue~~N.E. ofPine ~~the~~Island ~~Stars~~Rd., Suite ~~1475~~ 5-D

~~Los~~Cape ~~Angeles~~Coral, ~~CA 90067~~FL 33909

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (~~213~~845) ~~616~~925-~~0011~~4597

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and right	SAGAU	The Nasdaq Stock Market LLC
Class A common stock included as part of the units	SAGA	The Nasdaq Stock Market LLC
Rights included as part of the units	SAGAR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.01 ~~Entry~~Notice ~~into~~of aLitigation ~~Material~~and ~~Definitive~~Temporary ~~Agreement.~~Restraining Order on Extension Proxy

~~Business~~On ~~Combination~~November ~~Agreement~~20, 2023, the US District Court for the District of Delaware issued a Temporary Restraining Order pursuant to Rule 65(b) of the Federal Rules of Civil Procedure. Sagaliam is restrained and enjoined from convening a shareholders meeting on Nov 21, 2023 or any date thereafter to conduct a shareholder vote on a proposal to extend the Deadline Date, until a preliminary injunction is adjudicated in favor of Sagaliam.

OnA ~~September~~hearing ~~15,~~on ~~2023,~~the ~~Sagaliam~~portion ~~Acquisition~~of ~~Corp.,~~the aMotion ~~Delaware~~seeking ~~corporation~~issuance ~~(“Sagaliam”),~~of ~~entered into~~ a ~~Business~~Preliminary ~~Combination Agreement~~Injunction ~~(as~~is itset ~~may~~for beDec ~~amended~~11, ~~supplemented~~2023 orat ~~otherwise~~10 ~~modified from time to time, the “Business Combination Agreement”) by and among Sagaliam Acquisition Corp~~am. (“PubCo”), Enzolytics Inc. (OTC PK: ENZC), Virogentics Inc. (“VGEN”), and Biogenysis Inc. (“BGEN”). (the “Company”, and together with VGEN and BGEN, the “Company Entities”). Sagaliam, PubCo, and the Company are each referred to individually as a “Party” and, collectively, the “Parties”.

~~Item~~In GLD 3Partners LP and Sponsor Member LLC vs Sagaliam Acquisition Corp, Case No.01 ~~Notice~~1:99-mc-09999 filed on 7 Nov 23 (US District Court for the District of ~~Delisting~~Delaware) orclaims ~~Failure~~are toasserted ~~Satisfy~~that athe ~~Continued~~transaction ~~Listing~~with ~~Rule~~VIRO orand ~~Standard;~~BGEN ~~Transfer~~disenfranchises GLD of ~~Listing~~its voting rights.

~~Sagaliam~~In ~~Acquisition~~Supraeon ~~Corp~~Investments Inc. ~~(the~~vs ~~“Company”)~~Sagaliam ~~received~~Acquisition aCorp, ~~delinquency~~Case ~~notification~~No. ~~letter~~N23C-09-131 ~~(“Notice”)~~SKR ~~from~~CCLD ~~the Listing~~filed ~~Qualifications~~on ~~staff~~15 ofSep ~~the~~23 ~~Nasdaq Stock Market LLC~~ (~~“Nasdaq”)~~Superior onCourt ~~August~~of ~~23, 2023 due to~~ the ~~Company’s~~ ~~non-compliance~~State ~~with~~of ~~Nasdaq Listing Rule 5250(c~~Delaware)~~(1)~~ ~~(the~~claims ~~“Rule”)~~are asasserted athat ~~result of~~ the Company’s ~~failure~~owes toa ~~timely file its Annual Report on Form 10-Q for the fiscal quarter ended June 30~~$1,000,000 ~~2023~~termination ~~(the~~fee ~~“Form~~in ~~10-Q”).~~connection ~~The Rule requires listed companies to timely file all required periodic financial reports~~ with the ~~Securities~~previously ~~and~~proposed AEC ~~Exchange Commission (the “SEC”)~~acquisition.

The Notice states that since Nasdaq has not received the Company’s Form 10-Q for the period ended June 30, 2023, and because the Company remains delinquent in filing its Form 10-Q for the period ended March 31, 2023 (the “Initial Delinquent Filing”), the Company does not comply with Nasdaq’s Listing Rules (the “Rules”) for continued listing. In accordance with Nasdaq’s letter dated July 25, 2023, the Company has until September 25, 2023 to submit a plan to regain compliance with respect to these delinquent reports. Please note that any Staff exception to allow the Company to regain compliance, if granted, will be limited to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or November 20, 2023.

If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

As previously disclosed, the Company requires additional time to prepare, review and finalize its financial statements, and its auditors have not completed their review of the financial statements. The Company is continuing in its efforts to file the Form 10-Q as soon as reasonably practicable.

As required under Nasdaq Listing Rule 5250(b)(2), the Company issued a press release on September 15, 2023, announcing that it had received the Notice. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

Item 7.01. Regulation FD Disclosure

On September 15, 2023, Sagaliam issued a press release announcing the execution of the Business Combination Agreement described in Item 1.01 above. The press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference. Notwithstanding the foregoing, information contained on the websites of Sagaliam, the Company or any of their affiliates referenced in Exhibit 99.1 or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of SPAC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.

Important Information and Where to Find It

This Current Report on Form 8-K relates to a transaction between Sagaliam and the Company. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Non-Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Sagaliam or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Item 8.01 Other Events

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, 2022 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.

Exhibit No.		Description

99.1		Company Press Release dated November 20, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~(d) Exhibits~~2

The following exhibit is filed herewith:

Exhibit No.		Description of Exhibits
99.1		Company Press Release, dated Sept 15, 2023
99.2		Business Combination Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Sagaliam Acquisition Corp. By: /s/ Barry Kostiner Name: Barry Kostiner Title: Chief Executive Officer

	Sagaliam Acquisition Corp.

	By:	/s/ Barry Kostiner
	Name:	Barry Kostiner
	Title:	Chief Executive Officer

Dated: Nov 20, 2023

~~Dated: Sept 15, 2023~~3

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