Item 1.01 Entry Into a Material Definitive Agreement
On December 22, 2022, Sagaliam Acquisition Corp., a Delaware corporation (the
"Company"), entered into that certain Amendment (the "Amendment") to
Underwriting Agreement dated December 20, 2021 (the "Underwriting Agreement")
with EF Hutton, Division of Benchmark Investments, LLC (the "Underwriter").
Pursuant to the terms of the Amendment, the Underwriter has agreed to reduce the
amount of the Deferred Underwriting Commission (as defined in the Underwriting
Agreement) payable to the Underwriter under the Underwriting Agreement from
$4,025,000 in cash to $3,025,000 in cash.
A copy of the Amendment to the Underwriting Agreement is attached as Exhibit 1.1
to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 22, 2022, Sagaliam Acquisition Corp. ("we", "us", "our", or the
"Company") filed a first amendment to the amended and restated certificate of
incorporation of the Company (the "Charter") with the Secretary of the State of
Delaware (the "Amendment"). The foregoing description of the Amendment is not
intended to be complete and is qualified in its entirety by reference to the
Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 22, 2022, the Company convened its special meeting of stockholders
(the "Special Meeting") virtually, solely with respect to the voting on the
proposal to amend the Charter pursuant to a first amendment to the Charter to
provide the Company with the option to extend the date by which the Company must
complete its initial business combination ("Business Combination") from December
23, 2022 by up to ten successive one month periods up to October 23, 2023 (the
"Extended Deadline Dates") by depositing additional funds into the trust account
at each extension election (the "Extension Amendment Proposal"). The Extended
Deadline Dates shall collectively be referred to as the "Extended Date." A total
of 12,891,984 shares of the Company's Class A common stock and Class B common
stock, or 86.58% of the Company's outstanding stock as of November 23, 2022, the
record date for the Special Meeting, were represented virtually or by proxy at
the Special Meeting.
The following is a brief description of the final voting results for each of the
proposals submitted to a vote of the stockholders at the Special Meeting on
December 22, 2022.
Extension Amendment Proposal
To consider and vote upon the Extension Amendment Proposal to amend for the
first time the Company's Charter to provide the Company with the option to
extend the date by which the Company has to consummate a Business Combination
from December 23, 2022 by up to ten successive one month periods up to October
23, 2023.
The Extension Amendment Proposal was approved. The voting results of the shares
of the Common Stock were as follows:
For Against Abstentions
12,500,891 391,093 0
The Adjournment Proposal
To consider and vote upon a proposal to adjourn the Special Meeting to a later
date or dates, if necessary (i) to ensure that any supplement or amendment to
the accompanying proxy statement that the Board has determined in good faith is
required by applicable law to be disclosed to the Company stockholders and for
such supplement or amendment to be promptly disseminated to Company stockholders
prior to the Special Meeting, (ii) if, as of the time for which the Special
Meeting is originally scheduled, there are insufficient shares of Common Stock
represented (either in person or by proxy) to constitute a quorum necessary to
conduct business at the Special Meeting or (iii) to permit further solicitation
and vote of proxies if there are insufficient votes for, or otherwise in
connection with, the approval of the Extension Amendment Proposal.
The Adjournment Proposal was not acted upon at the Special Meeting.
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Item 8.01 Other Events.
Business Combination Extension
On December 23, 2022, 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 December 23, 2022 to January 23, 2023. Furthermore, in
accordance with the Investment Management Trust Agreement between Company and
Continental Stock Transfer & Trust Company, dated December 20, 2021, Sagaliam
Sponsor LLC, deposited $57,380.22 into the trust account on December 23, 2022
for its public stockholders. This deposit enables the Company to extend the date
by which the Company has to complete its business combination from December 23,
2022 to January 23, 2023 (the "Extension"). The Extension is the first of ten
one-month extensions permitted under the Company's governing documents and
provides the Company with additional time to complete its initial 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.
Additional Information About the Transactions
In connection with the Special Meeting, Company has filed with the SEC and sent
to its stockholders a definitive proxy statement. COMPANY'S STOCKHOLDERS AND
OTHER INTERESTED PERSONS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS
WELL AS ANY AMENDMENTS THERETO, IN CONNECTION WITH COMPANY'S SOLICITATION OF
PROXIES FOR THE SPECIAL MEETING TO APPROVE THE EXTENSION AMENDMENT PROPOSAL AND
THE OTHER PROPOSALS SET FORTH THEREIN, BECAUSE IT CONTAINS IMPORTANT INFORMATION
ABOUT THE SPECIAL MEETING. The definitive proxy statement has been mailed to
Company's stockholders as of the record date for the Special Meeting. Company's
stockholders can also obtain copies of the definitive proxy statement, and all
other relevant documents filed or that will be filed with the SEC in connection
with the Special Meeting, without charge, at the SEC's website at
http://www.sec.gov or by directing a request to: 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.
Participants in the Solicitation
Company and certain of their respective directors, executive officers and other
members of management and employees may be deemed participants in the
solicitation of proxies of Company's stockholders in connection with the Special
Meeting. COMPANY'S STOCKHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN, WITHOUT
CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF
COMPANY IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
2021, WHICH WAS FILED WITH THE SEC ON APRIL 12, 2022. INFORMATION REGARDING THE
PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION OF
PROXIES TO COMPANY'S STOCKHOLDERS IN CONNECTION WITH THE SPECIAL MEETING SET
FORTH IN THE DEFINITIVE PROXY STATEMENT THAT COMPANY HAS FILED FOR THE SPECIAL
MEETING AND OTHER MATTERS TO BE VOTED AT THE PROPOSED TRANSACTION SPECIAL
MEETING WILL BE SET FORTH IN THE REGISTRATION STATEMENT FOR THE PROPOSED
TRANSACTION WHEN AVAILABLE. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the Special
Meeting is included in the definitive proxy statement that Company has filed
with the SEC for the Special Meeting.
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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
1.1 Amendment to Underwriting Agreement, dated December 22, 2022
3.1 First Amendment to the Amended and Restated Certificate of
Incorporation of Sagaliam Acquisition Corp.
99.1 Company Press Release, dated December 23, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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