Item 8.01 Other Events.
Business Combination Extension
On January 20, 2023, Sagaliam Acquisition Corp. (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 January 23, 2023 to
February 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 January 20, 2023 for its public stockholders. This deposit
enables the Company to extend the date by which the Company has to complete its
business combination from January 23, 2023 to February 23, 2023 (the
"Extension"). The Extension is the second 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.
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
99.1 Company Press Release, dated January 23, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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