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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): August 8, 2023
Sagaliam
Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41182 |
|
86-3006717 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
Barry
Kostiner
1800
Avenue of the Stars, Suite 1475
Los
Angeles, CA 90067
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (213) 616-0011
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
8.01 Other Events
Business
Combination Extension
On
July 25, 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 July 23, 2023
to August 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 July 23, 2023 to August 23, 2023 (the “Extension”) by depositing $57,380.22 into the
trust account for its public stockholders. The Extension is the seventh 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, 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.
(d)
Exhibits
The
following exhibit is filed herewith:
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 |
Dated:
August 8, 2023
Exhibit 99.1
SAGALIAM
ACQUISITION CORP. CONFIRMS FUNDING AND EXTENSION OF DEADLINE TO COMPLETE BUSINESS COMBINATION
New York, NY August 8, 2023 – Sagaliam Acquisition
Corp. (NASDAQ: “SAGAU”, “SAGA”, “SAGAR”) (“we”, “us”, “our”,
or the “Company”) announced today that it was exercising its option to extend the time available to consummate its
business combination to August 23, 2023.
Business Combination Extension
The date by which the Company has to complete its
business combination has been extended by the Company from July 23, 2023 to August 23, 2023 (the “Extension”) by depositing
$57,380.22 into the trust account for its public stockholders. The Extension is the seventh of ten one-month extensions permitted under
the Company’s governing documents and provides the Company with additional time to complete its business combination.
About Sagaliam Acquisition Corp.
We are a blank check company incorporated under the
laws of the State of Delaware on March 31, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses or entities. Sagaliam intends to continue to pursue
the consummation of a business combination with an appropriate target.
Non-Solicitation
This press release is not a proxy statement or solicitation
of a proxy, consent, or authorization with respect to any securities shall not constitute an offer to sell or a solicitation of an offer
to buy the securities of 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 Section 10 of the Securities Act of 1933,
as amended.
CONTACT INFORMATION
Sagaliam Acquisition Corp., |
Barry Kostiner, Chief Executive Officer |
1800 Avenue of the Stars, Suite 1475 |
Los Angeles, CA 90067 |
Tel: (213) 616-0011 |
bkostiner@fintecham.com |
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