Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41182 | |
Entity Registrant Name | Sagaliam Acquisition Corp. | |
Entity Central Index Key | 0001855351 | |
Entity Tax Identification Number | 86-3006717 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1800 Avenue of the Stars | |
Entity Address, Address Line Two | Suite 1475 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | (90067) | |
City Area Code | (213) | |
Local Phone Number | 616-0011 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units Each Consisting Of One Share Of Class Common Stock And Right [Member] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, and right | |
Trading Symbol | SAGAU | |
Security Exchange Name | NASDAQ | |
Class Common Stock Included As Part Of Units [Member] | ||
Title of 12(b) Security | Class A common stock included as part of the units | |
Trading Symbol | SAGA | |
Security Exchange Name | NASDAQ | |
Rights Included As Part Of Units [Member] | ||
Title of 12(b) Security | Rights included as part of the units | |
Trading Symbol | SAGAR | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 12,015,000 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 108,353 | $ 762,040 |
Prepaid expenses | 165,907 | 201,377 |
Total Current Assets | 274,260 | 963,417 |
Prepaid expenses – non-current | 100,690 | |
Marketable securities held in Trust Account | 116,593,288 | 116,157,019 |
TOTAL ASSETS | 116,867,548 | 117,221,126 |
Current liabilities | ||
Accounts payable and accrued expenses | 832,533 | 225,995 |
Promissory note – related party | 175,000 | |
Total Current Liabilities | 1,007,533 | 225,995 |
Deferred underwriting fee payable | 4,025,000 | 4,025,000 |
Total Liabilities | 5,032,533 | 4,250,995 |
Commitments and contingencies | ||
Class A common stock, 11,500,000 shares subject to possible redemption at $10.10 per share | 116,150,000 | 116,150,000 |
Stockholders’ Deficit | ||
Preferred stock, $.0001 par value; 1,000,000 shares authorized: none issued and outstanding | ||
Accumulated deficit | (4,315,325) | (3,180,209) |
Total Stockholders’ Deficit | (4,314,985) | (3,179,869) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 116,867,548 | 117,221,126 |
Common Class A [Member] | ||
Stockholders’ Deficit | ||
Common stock value | 52 | 52 |
Common Class B [Member] | ||
Stockholders’ Deficit | ||
Common stock value | $ 288 | $ 288 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Temporary equity aggregate shares of redemption requirement | $ 11,500,000 | $ 11,500,000 |
Temporary equity, redemption price per share | $ 10.10 | $ 10.10 |
Preferred Stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 1 | $ 1 |
Common stock, shares authorizied | 100,000,000 | 100,000,000 |
Common stock, shares issued | 515,000 | 515,000 |
Common stock, shares outstanding | 515,000 | 515,000 |
Common Class B [Member] | ||
Common stock, par value | $ 1 | $ 1 |
Common stock, shares authorizied | 10,000,000 | 10,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Formation and operating costs | $ (958,629) | $ (60,462) | $ (101,818) | $ (1,777,588) |
Loss from operations | (958,629) | (60,462) | (101,818) | (1,777,588) |
Other income: | ||||
Interest earned on marketable securities held in Trust Account, net | 522,180 | 642,473 | ||
Net loss | $ (436,449) | $ (60,462) | $ (101,818) | $ (1,135,115) |
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | 11,500,000 | 11,500,000 | ||
Basic and diluted net loss per Class A common stock subject to possible redemption | $ (0.03) | $ (0.08) | ||
Basic and diluted weighted average shares outstanding of non-redeemable common stock | 3,390,000 | 2,500,000 | 2,500,000 | 3,390,000 |
Basic and diluted net loss per non-redeemable common stock | $ (0.03) | $ (0.02) | $ (0.04) | $ (0.08) |
Condensed Statements of Changes
Condensed Statements of Changes In Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Total |
Balance – June 30, 2021 at Mar. 30, 2021 | ||||||
Beginning balance, shares at Mar. 30, 2021 | ||||||
Net loss | (41,356) | (41,356) | ||||
Issuance of Class B common stock to Sponsor | $ 288 | 24,712 | 25,000 | |||
Issuance of Class B common stock to Sponsor, Shares | 2,875,000 | |||||
Balance – September 30, 2021 at Jun. 30, 2021 | $ 288 | 24,712 | (41,356) | (16,356) | ||
Ending balance, shares at Jun. 30, 2021 | 2,875,000 | |||||
Balance – June 30, 2021 at Mar. 30, 2021 | ||||||
Beginning balance, shares at Mar. 30, 2021 | ||||||
Net loss | (101,818) | |||||
Balance – September 30, 2021 at Sep. 30, 2021 | $ 288 | 24,712 | (101,818) | (76,818) | ||
Ending balance, shares at Sep. 30, 2021 | 2,875,000 | |||||
Balance – June 30, 2021 at Jun. 30, 2021 | $ 288 | 24,712 | (41,356) | (16,356) | ||
Beginning balance, shares at Jun. 30, 2021 | 2,875,000 | |||||
Net loss | (60,462) | (60,462) | ||||
Balance – September 30, 2021 at Sep. 30, 2021 | $ 288 | 24,712 | (101,818) | (76,818) | ||
Ending balance, shares at Sep. 30, 2021 | 2,875,000 | |||||
Balance – June 30, 2021 at Dec. 31, 2021 | $ 52 | $ 288 | (3,180,209) | (3,179,869) | ||
Beginning balance, shares at Dec. 31, 2021 | 515,000 | 2,875,000 | ||||
Net loss | (538,660) | (538,660) | ||||
Balance – September 30, 2021 at Mar. 31, 2022 | $ 52 | $ 288 | (3,718,869) | (3,718,529) | ||
Ending balance, shares at Mar. 31, 2022 | 515,000 | 2,875,000 | ||||
Balance – June 30, 2021 at Dec. 31, 2021 | $ 52 | $ 288 | (3,180,209) | (3,179,869) | ||
Beginning balance, shares at Dec. 31, 2021 | 515,000 | 2,875,000 | ||||
Net loss | (876,684) | (1,135,115) | ||||
Balance – September 30, 2021 at Sep. 30, 2022 | $ 52 | $ 288 | (4,315,325) | (4,314,985) | ||
Ending balance, shares at Sep. 30, 2022 | 515,000 | 2,875,000 | ||||
Balance – June 30, 2021 at Mar. 31, 2022 | $ 52 | $ 288 | (3,718,869) | (3,718,529) | ||
Beginning balance, shares at Mar. 31, 2022 | 515,000 | 2,875,000 | ||||
Net loss | (160,007) | (160,007) | ||||
Balance – September 30, 2021 at Jun. 30, 2022 | $ 52 | $ 288 | (3,878,876) | (3,878,536) | ||
Ending balance, shares at Jun. 30, 2022 | 515,000 | 2,875,000 | ||||
Net loss | (436,449) | $ (337,083) | (436,449) | |||
Balance – September 30, 2021 at Sep. 30, 2022 | $ 52 | $ 288 | $ (4,315,325) | $ (4,314,985) | ||
Ending balance, shares at Sep. 30, 2022 | 515,000 | 2,875,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (101,818) | $ (1,135,115) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on marketable securities held in Trust Account | (436,269) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 136,161 | |
Management fees accrued to promissory note – related party | 100,000 | |
Accounts payable and accrued expenses | 606,536 | |
Net cash used in operating activities | (1,818) | (828,687) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from issuance of promissory note - related party | 162,032 | 175,000 |
Payment of offering costs | (178,795) | |
Net cash provided by financing activities | 8,237 | 175,000 |
Net (decrease)/increase in cash | 6,419 | (653,687) |
Cash – Beginning | 762,040 | |
Cash – Ending | 6,419 | 108,353 |
Non-Cash Investing and Financing Activities: | ||
Offering costs included in accrued offering costs | 214,061 | |
Deferred offering costs paid by promissory note to related party | $ 67,062 |
Description of Organization and
Description of Organization and Business Operations and Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations and Liquidity | Note 1 – Description of Organization and Business Operations and Liquidity Sagaliam Acquisition Corp. (the “Company”) is a blank check company incorporated in the state of Delaware on March 31, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (a “Business Combination”). The Company has selected December 31 as its fiscal year end. The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022 and December 31, 2021, the Company had not yet commenced any operations. All activity through September 30, 2022 relates to the Company’s formation, initial public offering (“Initial Public Offering”) and search for a business combination target. The Company will not generate any operating revenues until its initial business combination. The registration statement for the Company’s Initial Public Offering was declared effective on December 20, 2021. On December 23, 2021, the Company consummated the Initial Public Offering of 11,500,000 10.00 115,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 400,000 10.00 4,000,000 Transaction costs amounted to $ 8,525,729 4,025,000 1,150,000 1,634,620 566,109 Following the closing of the Initial Public Offering on December 23, 2021, an amount of $ 10.10 116,150,000 150,000 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek a stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $ 10.10 The shares of Class A common stock subject to redemption are recorded at a redemption value and classified as temporary equity as of the Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Company has 12 months from the closing of the Public Offering, unless such period is extended. If the Company has executed a definitive agreement and filed a proxy statement for an initial business combination within 12 months from the closing of the Public Offering, the period of time the Company will have to consummate an initial business combination will be automatically extended by an additional four months to an aggregate of 19 months without additional cost. However, if the Company is not able to consummate an initial business combination within 12 months and the Company has not entered into a definitive agreement or filed a proxy statement for an initial business combination by such date, the Company may, by resolution of the board if requested by the sponsor, extend the time available to consummate an initial business combination for an additional three months up to two times (for a total of 18 months to complete a business combination) by paying into the trust account $ 1,150,000 0.10 150,000 The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity, Capital Resources, and Going Concern As of September 30, 2022 and December 31, 2021, the Company had $ 108,353 762,040 733,273 737,422 Until the consummation of a Business Combination, the Company will be using the funds in operating accounts for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 23, 2022 (12 months from Public Offering plus extension periods as discussed above) to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 23, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by December 23, 2022. In addition, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the liquidation date of December 23, 2022. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended December 31, 2021 included in the Company’s 10-K filed with the Securities and Exchange Commission. The unaudited condensed financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying condensed statements of operations and statements of cash flows do not include comparative information for the one-day period of March 31, 2021, as there were no income/expense or cash transactions on that date. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, all of the assets held in the Trust Account were held in U. S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in other income earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information. As of September 30, 2022 and December 31, 2021, the Company had $ 116,593,288 116,157,019 Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by charges against additional paid-in capital and accumulated deficit. As of September 30, 2022 and December 31, 2021, 11,500,000 150,000 Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. There were no adjustments to the carrying value of Class A common stock subject to possible redemption for the three and nine months ended September 30, 2022. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – Expenses of Offering 8,525,729 1,150,000 4,025,000 1,150,000 1,634,620 566,109 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the unaudited condensed financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Under ASC 740-270, tax expense for interim periods should be measured using an estimated annual effective tax rate. Exceptions under ASC 740-270-30-36 and ASC 740-270-25-3 include circumstances where a reliable estimate of ordinary income or loss cannot be made. The Company believes there is not a high degree of uncertainty in estimating annual pretax earnings. Therefore, the Company has used an effective tax rate method to calculate interim income tax expense. ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations beginning in 2023, with certain exceptions and adjustments (the “Excise Tax”). For purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. Because we are a Delaware corporation and our securities trade on the New York Stock Exchange, we will likely be considered a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from Congress or the U.S. Department of the Treasury, there is significant risk that the Excise Tax will apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with an initial Business Combination and any amendment to our certificate of incorporation to extend the time to consummate an initial Business Combination, unless an exemption is available. In addition, the Excise Tax may make a transaction with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial Business Combination. Further, the application of the Excise Tax in the event of a liquidation after December 31, 2022 is uncertain, and could impact the per-share amount that would otherwise be received by our stockholders in connection with our liquidation. The Company’s effective tax rate for the three and nine months ended September 30, 2022 was - 0 0 Net Loss per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Income and loses are shared pro rata between Class A common stock subject to possible redemption and non-redeemable common stock. Non-redeemable common stock includes Founder, Private Placement, and Representative Shares as these shares do not have any redemption features. Diluted net loss per share is the same as basic net loss per share for the three months ended September 30, 2022, nine months ended September 30, 2022 and the period March 31, 2021 (inception) through December 31, 2021, respectively. The calculation of diluted loss per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement that convert into 1,487,500 The table represents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per common stock: Summary of Basic and Diluted Net Income (Loss) per Common Share Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Three Months Ended Nine Months Ended For the period March 31, 2021 (Inception) through Three Months Ended September 30, 2021 Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Basic and diluted net loss per common stock Numerator: Allocation of net loss $ (337,083 ) $ (99,366 ) $ (876,684 ) $ (258,431 ) — $ (60,462 ) — $ (101,818 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,390,000 11,500,000 3,390,000 — 2,500,000 — 2,500,000 Basic and diluted net loss per common stock $ (0.03 ) $ (0.03 ) $ (0.08 ) $ (0.08 ) — $ (0.02 ) — $ (0.04 ) Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently reviewing what impact, if any, adoption will have on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 – Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 11,500,000 10.00 Each unit consists of one share of Class A common stock, and one right (“Public Right”). Each Public Right will entitle the holder to receive one-eighth of one share of Class A common stock at the closing of a Business Combination. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement | |
Private Placement | Note 4 – Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 400,000 10.00 4,000,000 Each Private Right consists of one share of Class A common stock (“Private Placement Share”) and one right (“Private Placement Right”). Each Private Placement Right entitles the holder to receive one-eighth of one share of Class A common stock at the closing of a Business Combination. Founder Shares The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination during the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete its initial business combination during the Combination Period. In addition, the Company’s Sponsor, officers and directors have agreed to vote any Founder Shares and Private Placement Shares held by them and any public shares purchased during or after the Proposed Public Offering (including in open market and privately negotiated transactions) in favor of the Company’s initial business combination. On April 5, 2021, the Company issued 2,875,000 25,000 0.009 225,000 20 The initial holders of the Founder Shares have agreed not to transfer, assign or sell any of the Founder Shares until the earlier of (i) one year after the date of the consummation of the Company’s initial business combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s shares of Class A common stock equals or exceeds $ 12.00 A total of ten anchor investors each purchased an allocation of units as determined by the underwriters, in the Initial Public Offering at the offering price of $ 10.00 Each anchor investor entered into separate investment agreements with the Company and the Sponsor pursuant to which each anchor investor purchased a specified number of Units for an aggregate of 990,000 10.00 200,000 0.0029 The Company estimated the fair value of the 200,000 1,635,200 8.176 580 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 – Related Party Transactions Line of Credit – Related Party On August 23, 2022, Sagaliam Acquisition Corp. (the “Company”) issued a convertible promissory note (the “Promissory Note”) to Sagaliam Sponsor LLC, the Company’s sponsor (“Sponsor”). Pursuant to the Promissory Note, the Sponsor agreed to loan the Company an aggregate principal amount up to $ 1,500,000 The principal of this Promissory Note may be drawn down from time to time prior to the earlier of: (i) April 30, 2023 or (ii) the date on which the Company consummates an initial business combination with a target business (a “Business Combination”), upon written request from the Company to the Sponsor. The Promissory Note was issued to fund working capital of the Company. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the earlier of: (i) April 30, 2023 or (ii) the date on which the Company consummates a Business Combination (the “Maturity Date”). If a Business Combination is not announced prior to December 23, 2022, the unpaid principal balance of the Promissory Note, and all other sums payable with regard to the Promissory Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Sponsor. 10.00 The Payee has the right, but not the obligation, to convert any outstanding principal amount under this Note, in whole or in part, into units (the “Units”) of the Maker, as described in the Prospectus, by providing the Maker with written notice of its intention to convert any outstanding principal amount under this Note at least one business day prior to the closing of a Business Combination. The Units would be identical to the private placement units as described in the Prospectus. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00. The outstanding balance of the Line of Credit as of September 30, 2022 is $ 175,000 Promissory Note – Related Party The Sponsor agreed to loan the Company an aggregate of up to $ 400,000 The outstanding balance under the Promissory Note was repaid on December 23, 2021, upon the closing of the Initial Public Offering. The outstanding balances on the Promissory Note as of September 30, 2022 and December 31, 2021 are $ 0 0 Administrative Support Agreement The Company has entered into an agreement with the Sponsor commencing May 1, 2021, to pay a total of 20,000 60,000 180,000 40,000 0 20,000 Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to 1,500,000 10.00 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 – Commitments and Contingencies Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Units and rights may be issued Units upon conversion of Working Capital Loans to Class A common stock issuable upon the exercise of the Private Placement statements. Underwriting Agreement The underwriters were entitled to a cash underwriting discount of one percent ( 1 1,150,000 115,000 3.5 |
Stockholder_s Equity
Stockholder’s Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholder’s Equity | Note 7 – Stockholder’s Equity Class A Common Stock 100,000,000 0.0001 515,000 11,500,000 Class B Common Stock 10,000,000 0.0001 2,875,000 The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote, except as required by law or the Company’s amended and restated certificate of incorporation. Preferred Shares 1,000,000 0.0001 no Rights No additional consideration will be required to be paid by a holder of Public Rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the Proposed Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Public Rights to receive the same per share consideration the holders of shares of Class A common stock will receive in the transaction on an as-exchanged for Class A common stock basis, and each holder of a Public Right will be required to affirmatively exchange its Public Rights in order to receive the 1/8 share underlying each Public Right (without paying any additional consideration) upon consummation of a Business Combination. More specifically, the Public Rights holder will be required to indicate its election to exchange the Public Right for the underlying shares as well as to return the original rights certificates to the Company within a fixed period of time after which period the rights will expire worthless. Pursuant to the rights agreement, a rights holder may exchange rights only for a whole number of shares of Class A common stock. This means that the Company will not issue fractional shares in connection with an exchange of rights and rights may be exchanged only in multiples of 8 rights (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like). Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Dividends The Company has not paid any cash dividends on the common stock to date and does not intend to pay cash dividends prior to the completion of the initial Business Combination. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, all of the assets held in the Trust Account were held in U. S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in other income earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information. As of September 30, 2022 and December 31, 2021, the Company had $ 116,593,288 116,157,019 |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by charges against additional paid-in capital and accumulated deficit. As of September 30, 2022 and December 31, 2021, 11,500,000 150,000 Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. There were no adjustments to the carrying value of Class A common stock subject to possible redemption for the three and nine months ended September 30, 2022. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – Expenses of Offering 8,525,729 1,150,000 4,025,000 1,150,000 1,634,620 566,109 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the unaudited condensed financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Under ASC 740-270, tax expense for interim periods should be measured using an estimated annual effective tax rate. Exceptions under ASC 740-270-30-36 and ASC 740-270-25-3 include circumstances where a reliable estimate of ordinary income or loss cannot be made. The Company believes there is not a high degree of uncertainty in estimating annual pretax earnings. Therefore, the Company has used an effective tax rate method to calculate interim income tax expense. ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations beginning in 2023, with certain exceptions and adjustments (the “Excise Tax”). For purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. Because we are a Delaware corporation and our securities trade on the New York Stock Exchange, we will likely be considered a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from Congress or the U.S. Department of the Treasury, there is significant risk that the Excise Tax will apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with an initial Business Combination and any amendment to our certificate of incorporation to extend the time to consummate an initial Business Combination, unless an exemption is available. In addition, the Excise Tax may make a transaction with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial Business Combination. Further, the application of the Excise Tax in the event of a liquidation after December 31, 2022 is uncertain, and could impact the per-share amount that would otherwise be received by our stockholders in connection with our liquidation. The Company’s effective tax rate for the three and nine months ended September 30, 2022 was - 0 0 |
Net Loss per Share | Net Loss per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Income and loses are shared pro rata between Class A common stock subject to possible redemption and non-redeemable common stock. Non-redeemable common stock includes Founder, Private Placement, and Representative Shares as these shares do not have any redemption features. Diluted net loss per share is the same as basic net loss per share for the three months ended September 30, 2022, nine months ended September 30, 2022 and the period March 31, 2021 (inception) through December 31, 2021, respectively. The calculation of diluted loss per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement that convert into 1,487,500 The table represents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per common stock: Summary of Basic and Diluted Net Income (Loss) per Common Share Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Three Months Ended Nine Months Ended For the period March 31, 2021 (Inception) through Three Months Ended September 30, 2021 Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Basic and diluted net loss per common stock Numerator: Allocation of net loss $ (337,083 ) $ (99,366 ) $ (876,684 ) $ (258,431 ) — $ (60,462 ) — $ (101,818 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,390,000 11,500,000 3,390,000 — 2,500,000 — 2,500,000 Basic and diluted net loss per common stock $ (0.03 ) $ (0.03 ) $ (0.08 ) $ (0.08 ) — $ (0.02 ) — $ (0.04 ) Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently reviewing what impact, if any, adoption will have on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) per Common Share | The table represents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per common stock: Summary of Basic and Diluted Net Income (Loss) per Common Share Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Three Months Ended Nine Months Ended For the period March 31, 2021 (Inception) through Three Months Ended September 30, 2021 Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Class A common stock Non- redeemable common stock Basic and diluted net loss per common stock Numerator: Allocation of net loss $ (337,083 ) $ (99,366 ) $ (876,684 ) $ (258,431 ) — $ (60,462 ) — $ (101,818 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,390,000 11,500,000 3,390,000 — 2,500,000 — 2,500,000 Basic and diluted net loss per common stock $ (0.03 ) $ (0.03 ) $ (0.08 ) $ (0.08 ) — $ (0.02 ) — $ (0.04 ) |
Description of Organization a_2
Description of Organization and Business Operations and Liquidity (Details Narrative) - USD ($) | 9 Months Ended | |||
Dec. 23, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 05, 2021 | |
Shares issued, price per share | $ 10.10 | |||
Transaction costs | $ 8,525,729 | |||
Deferred underwriting fees | 4,025,000 | |||
Stock issued during period, value, other | 1,150,000 | |||
Fair value of founders shares transferred to anchor investors | 1,634,620 | |||
Offering costs | $ 566,109 | |||
Operating bank accounts | $ 108,353 | $ 762,040 | ||
Working capital | $ 733,273 | $ 737,422 | ||
Sponsor [Member] | ||||
Shares issued, price per share | $ 0.10 | |||
Payments to trust account | $ 1,150,000 | |||
Minimum [Member] | ||||
Finite-lived intangible assets, net | 5,000,001 | |||
Sponsor [Member] | ||||
Franchise tax payable | $ 150,000 | |||
IPO [Member] | ||||
Shares issued, price per share | $ 10.10 | |||
Sale of stock | 11,500,000 | |||
Amount placed in trust account | $ 116,150,000 | |||
Franchise tax payable | 150,000 | |||
Private Placement [Member] | ||||
Proceeds from issuance of private placement | $ 4,000,000 | |||
Private Placement [Member] | Sponsor [Member] | ||||
Shares issued, price per share | $ 10 | |||
Proceeds from issuance of stock | $ 4,000,000 | |||
Sale of stock | 400,000 | |||
Common Class A [Member] | ||||
Shares issued, price per share | $ 12 | |||
Common Class A [Member] | IPO [Member] | ||||
Number of shares issued | 11,500,000 | |||
Shares issued, price per share | $ 10 | |||
Proceeds from issuance of stock | $ 115,000,000 |
Summary of Basic and Diluted Ne
Summary of Basic and Diluted Net Income (Loss) per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Allocation of net loss | $ (436,449) | $ (160,007) | $ (538,660) | $ (60,462) | $ (41,356) | $ (101,818) | $ (1,135,115) |
Common Class A [Member] | |||||||
Allocation of net loss | $ (337,083) | $ (876,684) | |||||
Basic and diluted weighted average shares outstanding | 11,500,000 | 11,500,000 | |||||
Basic and diluted net loss per common stock | $ (0.03) | $ (0.08) | |||||
Nonredeemable Common Stock [Member] | |||||||
Allocation of net loss | $ (99,366) | $ (101,818) | $ (60,462) | $ (258,431) | |||
Basic and diluted weighted average shares outstanding | 3,390,000 | 2,500,000 | 2,500,000 | 3,390,000 | |||
Basic and diluted net loss per common stock | $ (0.03) | $ (0.04) | $ (0.02) | $ (0.08) |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 23, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Marketable securities held in trust account | $ 116,593,288 | $ 116,593,288 | $ 116,157,019 | |
Temporary equity aggregate shares of redemption requirement | $ 11,500,000 | 11,500,000 | $ 11,500,000 | |
Payment of dissolution expenses | $ 150,000 | |||
Offering costs | $ 8,525,729 | |||
Underwriting fees | 1,150,000 | |||
Deferred underwriting fees | 4,025,000 | |||
Underwriting related costs | 1,150,000 | |||
Fair value of founders shares transferred to anchor investors | 1,634,620 | |||
Other offering costs | $ 566,109 | |||
Effective tax rate | 0% | 0% | ||
Cash insured amount | $ 250,000 | $ 250,000 | ||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares converted | 1,487,500 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - IPO [Member] | Dec. 23, 2021 $ / shares shares |
Subsidiary, Sale of Stock [Line Items] | |
Number of units sold | shares | 11,500,000 |
Units sold price per share | $ / shares | $ 10 |
Sale of stock description | Each unit consists of one share of Class A common stock, and one right (“Public Right”). Each Public Right will entitle the holder to receive one-eighth of one share of Class A common stock at the closing of a Business Combination. |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 23, 2021 | Apr. 05, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | |
Share price | $ 10.10 | |||
Number of shares issued value | $ 25,000 | |||
Investment Agreement [Member] | ||||
Sale of stock shares issued | 200,000 | |||
Sale of Stock, Price Per Share | $ 0.0029 | |||
Anchor Investors [Member] | Investment Agreement [Member] | ||||
Sale of stock shares issued | 990,000 | |||
Share price | $ 10 | |||
Common Class B [Member] | Founder Shares [Member] | ||||
Share price | $ 0.009 | |||
Stock Issued During Period, Shares, New Issues | 2,875,000 | |||
Number of shares issued value | $ 25,000 | |||
Common Class B [Member] | Officer and Director Nominees [Member] | ||||
Sale of stock shares issued | 225,000 | |||
Common Class A [Member] | ||||
Share price | $ 12 | |||
Private Placement [Member] | Sponsor [Member] | ||||
Sale of stock shares issued | 400,000 | |||
Share price | $ 10 | |||
Proceeds from issuance initial public offering | $ 4,000,000 | |||
Sale of stock description | Each Private Right consists of one share of Class A common stock (“Private Placement Share”) and one right (“Private Placement Right”). Each Private Placement Right entitles the holder to receive one-eighth of one share of Class A common stock at the closing of a Business Combination. | |||
IPO [Member] | ||||
Sale of stock shares issued | 11,500,000 | |||
Share price | $ 10.10 | |||
Sale of stock description | Each unit consists of one share of Class A common stock, and one right (“Public Right”). Each Public Right will entitle the holder to receive one-eighth of one share of Class A common stock at the closing of a Business Combination. | |||
Sale of Stock, Price Per Share | $ 10 | |||
IPO [Member] | Officer and Director Nominees [Member] | ||||
Ownership percentage | 20% | |||
IPO [Member] | Anchor Investors [Member] | ||||
Share price | 10 | |||
IPO [Member] | Common Class A [Member] | ||||
Share price | $ 10 | |||
Proceeds from issuance initial public offering | $ 115,000,000 | |||
Stock Issued During Period, Shares, New Issues | 11,500,000 | |||
Founder Shares [Member] | Anchor Investors [Member] | ||||
Share price | $ 8.176 | |||
Number of shares issued value | $ 1,635,200 | |||
Offering cost | $ 580 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Aug. 23, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Conversion price per share | $ 10 | $ 10 | |||
Management fees amount | $ 60,000 | $ 40,000 | $ 180,000 | ||
Working capital loans | 1,500,000 | ||||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Management fees outstanding amount | 0 | 0 | $ 20,000 | ||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Salaries per month | 20,000 | 20,000 | |||
Convertible Promissory Note [Member] | Sagaliam Sponsor LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loan amount | $ 1,500,000 | ||||
Debt instrument description | The principal of this Promissory Note may be drawn down from time to time prior to the earlier of: (i) April 30, 2023 or (ii) the date on which the Company consummates an initial business combination with a target business (a “Business Combination”), upon written request from the Company to the Sponsor. The Promissory Note was issued to fund working capital of the Company. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the earlier of: (i) April 30, 2023 or (ii) the date on which the Company consummates a Business Combination (the “Maturity Date”). If a Business Combination is not announced prior to December 23, 2022, the unpaid principal balance of the Promissory Note, and all other sums payable with regard to the Promissory Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Sponsor. | ||||
Conversion price per share | $ 10 | ||||
Debt instrument conversion. description | The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00. | ||||
Line of credit | 175,000 | 175,000 | |||
Promissory Note [Member] | Sponsor [Member] | IPO [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loan amount | 400,000 | 400,000 | |||
Outstanding balance from related party | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Underwriting Agreement [Member] | |
Other Commitments [Line Items] | |
Cash underwriting discount percentage | 1% |
Proceeds from offering | $ | $ 1,150,000 |
Underwriting Agreement [Member] | Common Class A [Member] | |
Other Commitments [Line Items] | |
Number of shares issued | shares | 115,000 |
Underwriters Agreement [Member] | Underwritting Deferred Fee [Member] | |
Other Commitments [Line Items] | |
Deferred underwriting discount percentage | 3.50% |
Stockholder_s Equity (Details N
Stockholder’s Equity (Details Narrative) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption | 11,500,000 | 11,500,000 |
Conversion basis percentage | 20% | |
Preferred stock, shares authorizied | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorizied | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 515,000 | 515,000 |
Common stock, shares outstanding | 515,000 | 515,000 |
Class B Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |