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): February 8, 2022
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 Avenue of the Stars, Suite 1475
Los Angeles, CA 900067
(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 one 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.
On December 23, 2021, Sagaliam Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering (the “IPO”) of 11,500,000 units (the “Units”), including 1,500,000 Units issued to the underwriters upon full exercise of their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) and one right of the Company (“Right”), with each Right entitling the holder thereof to receive one-eighth (1/8) of one share of Class A Common Stock upon consummation of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000.
The Class A Common Stock and Rights comprising the Units were to begin separate trading on February 10, 2022 subject to notice of earlier separate trading by the Representative. On January 27, 2022, the Representative notified the Company of its decision to allow early separate trading, commencing on February 8, 2022.
On February 8, 2022, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade the Class A Common Stock and Rights comprising the Units commencing on February 8, 2022. Those Units not separated will continue to trade on the Nasdaq Stock Market LLC under the symbol “SAGAU,” and the Class A Common Stock and Rights that are separated will trade on the Nasdaq Stock Market LLC under the symbols “SAGA” and “SAGAR,” respectively. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Common Stock and Rights.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibit is filed with this Form 8-K: |
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press Release dated February 8, 2022 |
| 2 |
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.
Dated: February 11, 2022
| SAGALIAM ACQUISITION CORP. | ||
| By: | /s/ Barry Kostiner | |
| Barry Kostiner | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 99.1
Sagaliam Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Rights
Los Angeles, CA – February 8, 2022 – Sagaliam Acquisition Corp. (Nasdaq: SAGAU) (“Sagaliam” or the “Company”), a blank check company formed 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, today announced that holders of the units sold in the Company’s initial public offering of 11,500,000 units completed on December 23, 2021, may elect to separately trade the shares of Class A common stock and rights included in the units commencing on or about February 8, 2022. Holders of units will need to have their broker contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and rights. Those units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “SAGAU,” and the Class A common stock and rights that are separated will trade on Nasdaq under the symbols “SAGA” and “SAGAR,” respectively.
The securities described above were offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-256473) that was originally filed with the Securities and Exchange Commission (“SEC”) on May 25, 2021 and declared effective on December 20, 2021. The offering was made only by means of a prospectus, copies of which may be obtained from: EF Hutton, division of Benchmark Investments, LLC, 590 Madison Ave, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002, or by visiting EDGAR on the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these 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 any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering and search for an initial business combination. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Contact
Sagaliam Acquisition Corp.
1800 Avenue of the Stars, Suite 1475
Los Angeles, CA 90067
Barry Kostiner
Chairman and Chief Executive Officer
barrykostiner@legacyea.com
(213) 616-0011