Sagaliam Acquisition (SAGAR) 10-K 19 May 23 2022 FY Annual report Financial data

Cover

Cover - shares	12 Months Ended
	Dec. 31, 2022	Apr. 26, 2023
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	Tampa, FL
Units Each Consisting Of One Share Of Class Common Stock Par Value 0.0001 Per Share And One Right [Member]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one 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		1,471,337
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,875,000

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 3,116	$ 762,040
Prepaid expenses	198,685	201,377
Total Current Assets	201,801	963,417
Prepaid expenses – non-current		100,690
Marketable securities held in Trust Account	9,843,440	116,157,019
TOTAL ASSETS	10,045,241	117,221,126
Current liabilities
Accounts payable and accrued expenses	2,304,574	75,995
Accrued expenses termination fee – related party	1,000,000
Accrued administrative fee – related party	30,000
Franchise tax payable		150,000
Promissory note – related party	721,500
Total Current Liabilities	4,056,074	225,995
Deferred underwriting fee payable	3,025,000	4,025,000
Total Liabilities	7,081,074	4,250,995
Commitments and contingencies
Class A common stock subject to redemption, 956,337 and 11,500,000 shares at redemption value of $10.29 and $10.10 per share respectively, at December 31, 2022 and 2021, respectively	9,843,440	116,150,000
Stockholders’ Deficit
Preferred stock, $.0001 par value; 1,000,000 shares authorized: none issued and outstanding
Additional Paid-in Capital
Accumulated deficit	(6,879,613)	(3,180,209)
Total Stockholders’ Deficit	(6,879,273)	(3,179,869)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	10,045,241	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

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Temporary equity redemption, shares	956,337	11,500,000
Temporary equity redemption price per share	$ 10.29	$ 10.10
Preferred stock, par value	$ 0.0001	$ 0.0001
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	$ 0.0001	$ 0.0001
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	$ 0.0001	$ 0.0001
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

Statement of Operations

Statement of Operations - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Statement [Abstract]
Operating costs	$ 10,806	$ 4,565,139
Administrative service agreement	160,000	240,000
Franchise tax expense	150,000	115,126
Loss from operations	(320,806)	(4,920,265)
Other income:
Interest earned on marketable securities held in Trust Account, net	7,019	1,509,988
Loss before provision for income taxes	(313,787)	(3,410,277)
Provision for income taxes
Net Loss	$ (313,787)	$ (3,410,277)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	334,545	11,008,925
Basic and diluted net loss per Class A common stock subject to possible redemption	$ (0.10)	$ (0.24)
Basic and diluted weighted average shares outstanding of non-redeemable common stock	2,837,709	3,390,000
Basic and diluted net loss per non-redeemable common stock	$ (0.10)	$ (0.24)

Statements of Changes in Stockh

Statements of Changes in Stockholders' Deficit - 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 at Mar. 30, 2021
Balance, shares at Mar. 30, 2021
Net loss				(313,787)	$ (33,092)	(313,787)
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
Issuance of Representative Shares	$ 12		1,149,988			1,150,000
Issuance of Representative Shares, shares	115,000
Net Proceeds from Sale of Class A Public Rights			10,233,712			10,233,712
Net Proceeds from Sales of Private Placement Class A Units	$ 40		2,776,016			2,776,056
Net Proceeds from Sale of Private Placement Class A Units, shares	400,000
Sale of Class B Founder’s Shares to Anchor Investors			1,634,620			1,634,620
Accretion of Class A Ordinary Shares subject to Possible Redemption			(15,819,048)	(2,866,422)		(18,685,470)
Balance at Dec. 31, 2021	$ 52	$ 288		(3,180,209)		(3,179,869)
Balance, shares at Dec. 31, 2021	515,000	2,875,000
Reduction in Underwriters deferred fees				1,000,000		1,000,000
Accretion of Investment Income to Trust Account				(1,509,988)		(1,509,988)
Cash withdrawal from Trust account for taxes				278,249		278,249
Extension Fee Paid to Trust Account				(57,388)		(57,388)
Net loss				(3,410,277)	$ (2,607,381)	(3,410,277)
Balance at Dec. 31, 2022	$ 52	$ 288		$ (6,879,613)		$ (6,879,273)
Balance, shares at Dec. 31, 2022	515,000	2,875,000

Statement of Cash Flows

Statement of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (3,410,277)	$ (313,787)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(1,509,988)	(7,019)
Changes in operating assets and liabilities:
Prepaid expenses	103,381	(302,067)
Accrued expenses	3,258,580	20,000
Franchise tax payable	(150,000)	150,000
Net cash used in operating activities	(1,708,304)	(452,873)
Cash flows from Investing Activities:
Cash withdrawn from Trust Account for redeeming Class A stockholders	107,595,680
Cash withdrawn from Trust Account for payment of taxes	285,268
Cash deposited into trust account for extension fees	(57,388)
Cash (deposited) withdrawn to/ from Trust Account		(116,150,000)
Cash provided by (used in) investing activities	107,823,560	(116,150,000)
Cash Flows from Financing Activities:
Payments for redeeming Class A stockholders	(107,595,680)
Proceeds from initial public offering, net of underwriting discount paid		113,865,000
Proceeds from the sale of private units		4,000,000
Proceeds from promissory note – related party	721,500	147,800
Repayment of promissory note – related party		(364,868)
Offering costs paid		(283,019)
Net cash used (provided by) in financing activities	(106,874,180)	117,364,913
Net Change in cash	(758,924)	762,040
Cash – Beginning of period	762,040
Cash – End of period	3,116	762,040
Non-Cash Investing and Financing Activities:
Reduction in deferred underwriters fee	(1,000,000)
Accretion of income to Trust Account	1,509,988
Issuance of founder’s shares		25,000
Offering costs included in accrued offering costs		55,995
Deferred underwriting fee		4,025,000
Initial Classification of Class A Common Stock subject to redemption to temporary equity		116,150,000
Offering costs paid by Sponsor directly through promissory note		217,068
Fair value of founder’s shares transferred to anchor investors		1,634,620
Issuance of representative shares		$ 1,150,000

Description of Organization and

Description of Organization and Business Operations and Liquidity	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations and Liquidity	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 December 31, 2022, the Company had not yet commenced any operations. All activity through December 31, 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 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $ 10.00 per Unit, generating total gross proceeds of $ 115,000,000 , which is described in Note 3. 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 $ 7,525,729 3,025,000 1,150,000 1,634,620 566,109 As of December 22, 2022 the Underwriter agreement was amended whereby the Underwriter has agreed to reduce the amount of the Deferred Underwriting Commission payable to the Underwriter from $ 4,025,000 3,025,000 Following the closing of the Initial Public Offering on December 23, 2021, an amount of $ 10.10 per unit or an aggregate of $ 116,150,000 has been placed in a trust account , (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations (less up to $ 150,000 of interest to pay dissolution expenses), the proceeds from this offering and the sale of the Private Placement Units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 12 months (or up to 18 months, as applicable) from the closing of this offering, subject to applicable law. However, the Company had a charter Amendment to extend this date. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. 10.10 SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 1 – Description of Organization and Business Operations and Liquidity (cont.) 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 On December 22, 2022, the Company’s shareholders voted in favor of amending the Company’s charter to allow it more time to complete our initial business combination up until the extended deadline date. Charter Amendment & Extension Agreement As reported by Sagaliam’s Form 8-K filed with the SEC on December 23, 2022, on December 22, 2022, Sagaliam’s shareholders voted in favor of amending Sagaliam’s charter to allow it more time to complete our initial business combination up until October 23, 2023 (the “Extended Deadline Date”). The charter amendment provides the Company with the option to extend the date by which it must complete its initial business combination from December 23, 2022 by up to ten successive one-month periods up to October 23, 2023 by the Sponsor depositing additional funds into the Trust Account at each extension election. As reported by the Company’s Form 8-K filed with the SEC on January 23, 2023, the Company extended the date by which it has to complete its business combination from January 23, 2023 to February 23, 2023. As reported by the Company’s Form 8-K filed with the SEC on February 24, 2023, the Company extended the date by which it has to complete its business combination from February 23, 2023 to March 23, 2023. As reported by the Company’s Form 8-K filed with the SEC on April 3, 2023, the Company extended the date by which it has to complete its business combination from March 23, 2023 to April 23, 2023. As reported by Sagaliam’s Form 8-K filed with the SEC on April 24, 2023, Sagaliam extended the date by which it has to complete its business combination from April 23, 2023 to May 23, 2023. If the Company’s Business Combination is not consummated by the extended deadline date or if the Company fails to deposit additional funds into the Trust Account after each extension election, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes (less up to $ 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 10.10 SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 1 – Description of Organization and Business Operations and Liquidity (cont.) Charter Amendment & Extension Agreement In connection with the charter amendment, 10,543,663 10.21 107,595,680 9,843,439 On November 16, 2022 by way of an unanimous written consent of the Board of Directors the text of Section 9.1(b) of Article IX of the Charter was amended by deleting the entire text of Section 9.1(b) of Article IX of the Charter and replacing it with the following: “Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ overallotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “ SEC Registration Statement Trust Account Except for the withdrawal of interest to pay taxes (less up to $150,000 interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by December 23, 2022 (the “ Deadline Date Offering Shares Public Stockholders As of December 31, 2021 the Company had 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 Business Combination Agreement On November 16, 2022 the Board of Directors entered into a Business Combination Agreement (the “BCA”) with Allenby Montefiore Limited, a private company limited by shares organized and existing under the Laws of the Republic of Cyprus, AEC Merger Sub Corp., a Delaware corporation, Supraeon Investments Limited, a private company limited by shares organized and existing under the Laws of the Republic of Cyprus, and GLD Partners, LP, a Delaware limited partnership. The Board had determined that it was in the best interests of the stockholders to extend the date to October 23, 2023 to consummate an initial business combination to an extended date in order to allow our stockholders to evaluate an initial business combination and for us to be able to potentially consummate an initial business combination, and is submitting these proposals to our stockholders to vote upon. This deal was not consummated and on February 23, 2023 the Business Combination Agreement was terminated as detailed in the subsequent events note herein. SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS dECEMBER 31, 2022 Note 1 – Description of Organization and Business Operations and Liquidity Stockholder Redemption The Company has provided 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. On December 14, 2022 10,543,663 106,490,996 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 December 31, 2022 and December 31, 2021, the Company had $ 3,116 and $ 762,040 3,854,273 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 October 23, 2023 (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 October 23, 2023. 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 October 23, 2023. 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 October 23, 2023. SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS dECEMBER 31, 2022 Note 1 – Description of Organization and Business Operations and Liquidity 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. 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. SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2022

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 – Significant Accounting Policies 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 December 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At December 31, 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 sheets 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. SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2022 Note 2 – Significant Accounting Policies Marketable Securities Held in Trust Account These financial assets were accounted for at fair value on a recurring basis within Level 1 of the fair value hierarchy. As of December 31, 2022 and December 31, 2021, the Company had $ 9,843,440 116,157,019 in marketable securities held in the Trust Account. 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 (Distinguishing Liabilities from Equity). 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 December 31, 2022 and December 31, 2021, 956,337 11,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period (less a provision of $ 150,000 Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. As of December 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the following table: Schedule of Class A Ordinary Shares Subject To Possible Redemption Gross proceeds $ 116,500,000 Less: Accretion of carrying cost (15,819,048 ) Plus: Accretion of carrying value to redemption value 15,476,067 Class A ordinary shares subject to possible redemption as of December 31, 2021 116,157,019 Plus: — Income earned on Trust assets 1,509,988 Extension fee paid into trust 57,388 Less: Trust withdrawal for taxes (285,275 ) Initial Pre-Extension Redemption (107,595,680 ) Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 9,843,440 Class A ordinary shares subject to possible redemption $ 9,843,440 SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2022 Note 2 – Significant Accounting Policies 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. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $ 7,525,729 1,150,000 3,025,000 1,150,000 1,634,620 566,109 Income Taxes We account for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on our evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the our financial statement. Since we were incorporated on March 31, 2021, the evaluation was performed for the years 2021and 2022 tax years which will be the only periods subject to examination. We recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. We are currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2022 Note 2 – Significant Accounting Policies Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Income and losses 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 year ended December 31, 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 ordinary shares since the conversion of the rights into ordinary shares is contingent upon the occurrence of future events. As of December 31, 2022 and December 31, 2021, the Company did not have any dilutive securities or other contracts that could potentially, be exercised or converted into ordinary shares and then shares in the earnings of the Company. 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 Year Ended December 31, 2022 For the period March 31, 2021 (Inception) through December 31, 2021 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 $ (2,607,381 ) $ (802,896 ) $ (33,092 ) $ (280,695 ) Denominator: Basic and diluted weighted average shares outstanding 11,008,925 3,390,000 334,545 2,837,709 Basic and diluted net loss per common stock $ (0.24 ) $ (0.24 ) $ (0.10 ) $ (0.10 ) Concentration of Credit Risk 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 sheets, primarily due to their short-term nature. SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 2 – Significant Accounting Policies 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 financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Initial Public Offering
Initial Public Offering	Note 3 – Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, at a purchase price of $ 10.00 per Unit. 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	12 Months Ended
	Dec. 31, 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. 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. SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 4 – Private Placement Founder Shares 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 SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 – Related Party Transactions On October 13, 2022 the Board of Directors established a special committee of independent directors to explore a possible business combination with Arabian Entertainment Company Limited, a limited liability company organized and existing under the laws and regulations of the Kingdom of Saudi Arabia, and its affiliates, (a “Possible Transaction”); and (2) it is possible that one or more directors of the Company has a conflict of interest in the Possible Transaction. Promissory note – Related Party On August 23, 2022, in order to fund working capital deficiencies and finance transaction costs, Sagaliam Acquisition Corp. issued a convertible promissory note (the “Promissory Note”) to Sagaliam Sponsor LLC, the Company’s 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) October 23, 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) October 23, 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 October 23, 2023, 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 Company has considered ASC480, distinguishing debt from equity, and has concluded that the promissory note should be classified as debt. As of December 31, 2022 the principal balance of the promissory note was $ 721,500 SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 5 – Related Party Transactions Line of Credit – Related Party The Sponsor agreed to loan the Company an aggregate of up to $ 400,000 Administrative Support Agreement The Company has entered into an agreement with the Sponsor commencing May 1, 2021, to pay a total of $ 20,000 per month for officer’s salaries, office space, secretarial and administrative services. Upon the completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. The fees for the year ended December 31, 2022 were $ 240,000 160,000 30,000 20,000 Termination Fee On February 23, 20 23, Sagaliam was notified by Allenby Montefiore Limited, a private company limited by shares organized and existing under the Laws of the Republic of Cyprus (“PubCo”), AEC Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of PubCo (“PubCo Merger Sub”), Supraeon Investments Limited, a private company limited by shares organized and existing under the Laws of the Republic of Cyprus (the “Target”), and GLD Partners, LP, a Delaware limited partnership (“Seller”) are considered related parties that the Target was electing to terminate the Merger and the Business Combination Agreement. Under the terms of the Business Combination agreement, the Company was required to meet certain funding conditions by December 15, 2023, which it did not; therefore management concluded the termination fee was probable as of December 31, 2022 and accrued the termination fee of $ 1,000,000

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 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 As of December 22, 2022 the Underwriter agreement was amended whereby the Underwriter has agreed to reduce the amount of the Deferred Underwriting Commission payable to the Underwriter from $ 4,025,000 3,025,000 The underwriters were entitled to a cash underwriting discount of one percent ( 1 1,150,000 115,000 2.5 3.5% 2.5% SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Stockholders’ Equity	Note 7 – Stockholders’ Equity Class A Common Stock 100,000,000 Class A common stock with a par value of $ 0.0001 per share. At December 31, 2022 and December 31, 2021, there were 515,000 Class A common stock issued and outstanding, excluding 956,337 11,500,000 respectively Class A common stock subject to possible redemption. 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 (not including the Private Placement Shares and Representative’s Shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any units issued to the Sponsor, its affiliates or certain of officers and directors upon conversion of working capital loans made to the Company). 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 holder of a right will automatically receive one-eighth (1/8) of one share of Class A common stock upon consummation of a Business Combination, except in cases where we are not the surviving company in a business combination or the registered holder of a certificated right fails to tender their original rights certificate, and even if the of such right redeemed all shares of Class A common stock held by it in connection with a Business Combination. 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 original rights certificates to the Company within a fixed period of time after which period the rights will expire worthless. SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 7 – Stockholders’ Equity 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.

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Tax	Note 8 - Income Tax The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 is as follows: Schedule of Deferred Tax Assets December 31, December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ 365,321 $ 30,026 Startup/Organization Expenses 206,733 33,869 Transaction Costs 210,000 0 Deferred Tax Asset 782,053 65,895 Valuation Allowance (782,053 ) (65,895 ) Deferred tax assets, net of allowance — — The income tax provision for the periods below consists of the following: Schedule of Components of Income Tax Provision January 1, 2022 Through March 31, 2021 Through December 31, 2022 December 31, 2021 Federal Current $ 0 $ 0 Deferred (716,158 ) (65,895 ) Change in valuation allowance 716,158 65,895 Income tax provision $ — $ — SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 8 - Income Tax As of December 31, 2022, the Company has $ 1,739,623 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the twelve months ending December 31, 2022, the change in the valuation allowance was $ 716,158 65,895 A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and December 31, 2021 is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in valuation allowance (21.0 ) % (21.0 )% Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the years ended December 31, 2022 and December 31, 2021 remain open and subject to examination.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events On February 23, 2023, Allenby Montefiore Limited (the “Target Company”) notified Sagaliam that as Sagaliam did not receive such commitments before December 15, 2022, the Target Company was electing to terminate the Merger and the Business Combination Agreement. Under the terms of the Business Combination Agreement, the termination right exercised by the Company obligates Sagaliam to pay a termination fee of $ 1,000,000 On March 23, 2023, GLD Sponsor Member, LLC, a Delaware limited liability company (the “Seller”), entered into a Membership Interest Purchase Agreement (the “ Purchase Agreement BN Holdings Trust Sponsor Closing SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 9 – Subsequent Events The Company received a delinquency notification letter (“ Notice Nasdaq The Notice states that the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date for filing the Form 10-K or until October 16, 2023, to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. The Company requires additional time to prepare, review and finalize its plans to regain compliance with Nasdaq.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 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 December 31, 2022 and December 31, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 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 sheets 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. SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2022 Note 2 – Significant Accounting Policies Marketable Securities Held in Trust Account These financial assets were accounted for at fair value on a recurring basis within Level 1 of the fair value hierarchy. As of December 31, 2022 and December 31, 2021, the Company had $ 9,843,440 116,157,019 in marketable securities held in the Trust Account.
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 (Distinguishing Liabilities from Equity). 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 December 31, 2022 and December 31, 2021, 956,337 11,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period (less a provision of $ 150,000 Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. As of December 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the following table: Schedule of Class A Ordinary Shares Subject To Possible Redemption Gross proceeds $ 116,500,000 Less: Accretion of carrying cost (15,819,048 ) Plus: Accretion of carrying value to redemption value 15,476,067 Class A ordinary shares subject to possible redemption as of December 31, 2021 116,157,019 Plus: — Income earned on Trust assets 1,509,988 Extension fee paid into trust 57,388 Less: Trust withdrawal for taxes (285,275 ) Initial Pre-Extension Redemption (107,595,680 ) Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 9,843,440 Class A ordinary shares subject to possible redemption $ 9,843,440 SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2022 Note 2 – Significant Accounting Policies
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. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $ 7,525,729 1,150,000 3,025,000 1,150,000 1,634,620 566,109
Income Taxes	Income Taxes We account for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on our evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the our financial statement. Since we were incorporated on March 31, 2021, the evaluation was performed for the years 2021and 2022 tax years which will be the only periods subject to examination. We recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. We are currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2022 Note 2 – Significant Accounting Policies
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 losses 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 year ended December 31, 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 ordinary shares since the conversion of the rights into ordinary shares is contingent upon the occurrence of future events. As of December 31, 2022 and December 31, 2021, the Company did not have any dilutive securities or other contracts that could potentially, be exercised or converted into ordinary shares and then shares in the earnings of the Company. 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 Year Ended December 31, 2022 For the period March 31, 2021 (Inception) through December 31, 2021 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 $ (2,607,381 ) $ (802,896 ) $ (33,092 ) $ (280,695 ) Denominator: Basic and diluted weighted average shares outstanding 11,008,925 3,390,000 334,545 2,837,709 Basic and diluted net loss per common stock $ (0.24 ) $ (0.24 ) $ (0.10 ) $ (0.10 )
Concentration of Credit Risk	Concentration of Credit Risk 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 sheets, primarily due to their short-term nature. SAGALIAM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 2 – Significant Accounting Policies
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 financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of Class A Ordinary Shares Subject To Possible Redemption	As of December 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the following table: Schedule of Class A Ordinary Shares Subject To Possible Redemption Gross proceeds $ 116,500,000 Less: Accretion of carrying cost (15,819,048 ) Plus: Accretion of carrying value to redemption value 15,476,067 Class A ordinary shares subject to possible redemption as of December 31, 2021 116,157,019 Plus: — Income earned on Trust assets 1,509,988 Extension fee paid into trust 57,388 Less: Trust withdrawal for taxes (285,275 ) Initial Pre-Extension Redemption (107,595,680 ) Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 9,843,440 Class A ordinary shares subject to possible redemption $ 9,843,440
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 Year Ended December 31, 2022 For the period March 31, 2021 (Inception) through December 31, 2021 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 $ (2,607,381 ) $ (802,896 ) $ (33,092 ) $ (280,695 ) Denominator: Basic and diluted weighted average shares outstanding 11,008,925 3,390,000 334,545 2,837,709 Basic and diluted net loss per common stock $ (0.24 ) $ (0.24 ) $ (0.10 ) $ (0.10 )

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets	The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 is as follows: Schedule of Deferred Tax Assets December 31, December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ 365,321 $ 30,026 Startup/Organization Expenses 206,733 33,869 Transaction Costs 210,000 0 Deferred Tax Asset 782,053 65,895 Valuation Allowance (782,053 ) (65,895 ) Deferred tax assets, net of allowance — —
Schedule of Components of Income Tax Provision	The income tax provision for the periods below consists of the following: Schedule of Components of Income Tax Provision January 1, 2022 Through March 31, 2021 Through December 31, 2022 December 31, 2021 Federal Current $ 0 $ 0 Deferred (716,158 ) (65,895 ) Change in valuation allowance 716,158 65,895 Income tax provision $ — $ —
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and December 31, 2021 is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in valuation allowance (21.0 ) % (21.0 )% Income tax provision 0.0 % 0.0 %

Description of Organization a_2

Description of Organization and Business Operations and Liquidity (Details Narrative) - USD ($)					9 Months Ended	12 Months Ended
	Dec. 23, 2022	Dec. 14, 2022	Nov. 16, 2022	Dec. 23, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 22, 2022	Apr. 05, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued		10,543,663
Share price						$ 10.10
Proceeds from Issuance Initial Public Offering							$ 113,865,000
Proceeds from issuance of private placement							4,000,000
Transaction costs				$ 7,525,729
Deferred underwriting fees				3,025,000
Stock issued during period, value, other				1,150,000	$ 1,150,000
Fair value of founders shares transferred to anchor investors				1,634,620	1,634,620
Offering costs				$ 566,109
Deferred underwriting commission payable					4,025,000	3,025,000	4,025,000	$ 3,025,000
Franchise tax payable					150,000		150,000
Number of shares issued, value		$ 106,490,996			25,000
Trust account balance					116,157,019	9,843,440	116,157,019
Trust account description			Except for the withdrawal of interest to pay taxes (less up to $150,000 interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by December 23, 2022 (the “Deadline Date”), provided, however the Deadline Date may be extended by the Corporation by up to ten successive one month periods up to October 23, 2023 by depositing into the trust account the lesser of $120,000. or $.06 per share for each public share of the Corporation that was not redeemed in connection with the special meeting of the Corporation held on December 16, 2022 for each one-month extension and (iii) the redemption of shares in connection with a vote seeking (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or amendments to this Amended and Restated Certificate prior thereto or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date (or any extension to the Deadline Date in accordance with the Charter) or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7).
Cash					762,040	3,116	762,040
Working capital					3,854,273		3,854,273
Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Franchise tax payable						150,000
Payment to trust account						$ 1,150,000
Sponor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price						$ 0.10
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Finite-lived intangible assets, net						$ 5,000,001
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price						$ 10.10
Underwriter Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred underwriting commission payable					4,025,000		4,025,000	$ 3,025,000
Charter Amendment And Extension Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued	10,543,663
Share price	$ 10.21
Number of shares issued, value	$ 107,595,680
Trust account balance						$ 9,843,439
Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Franchise tax payable						$ 150,000
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price				$ 10.10
Sale of stock				11,500,000
Assets Held-in-trust					$ 116,150,000		$ 116,150,000
Franchise tax payable				$ 150,000
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of private placement				$ 4,000,000
Private Placement [Member] | Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price				$ 10
Proceeds from Issuance Initial Public Offering				$ 4,000,000
Sale of stock				400,000
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price									$ 12
Common Class A [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued				11,500,000
Share price				$ 10
Proceeds from Issuance Initial Public Offering				$ 115,000,000

Schedule of Class A Ordinary Sh

Schedule of Class A Ordinary Shares Subject To Possible Redemption (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Gross proceeds	$ 116,500,000
Accretion of carrying costs	(15,819,048)
Accretion of carrying value to redemtion value	15,476,067
Class A ordinary shares subject to possible redemption as of December 31, 2021		$ 116,157,019
Income earned on Trust assets	7,019	1,509,988
Extension fee paid into trust		57,388
Trust withdrawal for taxes		(285,275)
Initial Pre-Extension Redemption		(107,595,680)
Class A ordinary shares subject to possible redemption	$ 116,157,019	$ 9,843,440	$ 116,157,019

Summary of Basic and Diluted Ne

Summary of Basic and Diluted Net Income (Loss) per Common Share (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Allocation of net loss	$ (313,787)	$ (3,410,277)	$ (313,787)
Common Class A [Member]
Allocation of net loss	$ (33,092)	$ (2,607,381)
Basic and diluted weighted average shares outstanding	334,545	11,008,925
Basic and diluted net loss per common stock	$ (0.10)	$ (0.24)
Nonredeemable Common Stock [Member]
Allocation of net loss	$ (280,695)	$ (802,896)
Basic and diluted weighted average shares outstanding	2,837,709	3,390,000
Basic and diluted net loss per common stock	$ (0.10)	$ (0.24)

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($)		12 Months Ended
	Dec. 23, 2021	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Marketable securities held in the trust account		$ 9,843,440	$ 116,157,019
Temporary equity shares issued		956,337	11,500,000
Payment of dissolution expenses		$ 150,000
Offering costs	$ 7,525,729
Underwriting fees			$ 1,150,000
Deferred underwriting fees	3,025,000
Underwriting related costs	1,150,000
Fair value of founders shares transferred to anchor investors	1,634,620		$ 1,634,620
Other offering costs	$ 566,109
Cash insured amount		$ 250,000

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - IPO [Member]	Dec. 23, 2021 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction | shares	11,500,000
Sale of Stock, Price Per Share | $ / shares	$ 10
Sale of Stock, Description of Transaction	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 ($)				9 Months Ended	12 Months Ended
	Dec. 14, 2022	Dec. 23, 2021	Apr. 05, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Share price					$ 10.10
Proceeds from issuance initial public offering						$ 113,865,000
Stock Issued During Period, Shares, New Issues	10,543,663
Number of shares issued value	$ 106,490,996			$ 25,000
Offering cost						$ 283,019
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 ($)		2 Months Ended	12 Months Ended
	Aug. 23, 2022	Mar. 23, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsequent Event [Member] | Business Combination Agreement [Member]
Related Party Transaction [Line Items]
Termination fees		$ 1,000,000
Sponsor [Member] | Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face amount			$ 400,000
Sponsor [Member] | Administration and Support Services [Member]
Related Party Transaction [Line Items]
Accrued Salaries			20,000
Fee payable			240,000	$ 160,000
Outstanding balance			30,000	$ 20,000
Convertible Promissory Note [Member] | Sagaliam Sponsor LLC [Member]
Related Party Transaction [Line Items]
Debt instrument face 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) October 23, 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) October 23, 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 October 23, 2023, 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.
Price per unit	$ 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. The Company has considered ASC480, distinguishing debt from equity, and has concluded that the promissory note should be classified as debt.
Long-Term Line of Credit			$ 721,500

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)		12 Months Ended
	Dec. 22, 2022	Dec. 31, 2022	Dec. 31, 2021
Other Commitments [Line Items]
Underwriting commission	$ 3,025,000	$ 3,025,000	$ 4,025,000
Proceeds from initial public offering, net of underwriting discount paid			$ 113,865,000
Underwriting Agreement [Member]
Other Commitments [Line Items]
Cash underwriting discount percentage		1%
Proceeds from initial public offering, net of underwriting discount paid		$ 1,150,000
Underwriting Agreement [Member] | Common Class A [Member]
Other Commitments [Line Items]
Number of shares issued		115,000
Underwriters Agreement [Member] | Underwritting Deferred Fee [Member]
Other Commitments [Line Items]
Deferred underwriting discount percentage		2.50%
Underwriters Agreement [Member] | Underwritting Deferred Fee [Member] | Maximum [Member]
Other Commitments [Line Items]
Deferred underwriting discount percentage	3.50%
Underwriters Agreement [Member] | Underwritting Deferred Fee [Member] | Minimum [Member]
Other Commitments [Line Items]
Deferred underwriting discount percentage	2.50%

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Temporary Equity, Shares Authorized	956,337	11,500,000
Conversion basis percentage	20%
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
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorizied	1,000,000
Preferred stock, par value	$ 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
Common stock, par value	$ 0.0001
Common stock, shares issued	515,000	515,000
Class B Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000
Common stock, par value	$ 0.0001
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

Schedule of Deferred Tax Assets

Schedule of Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 365,321	$ 30,026
Startup/Organization Expenses	206,733	33,869
Transaction Costs	210,000	0
Deferred Tax Asset	782,053	65,895
Valuation Allowance	(782,053)	(65,895)
Deferred tax assets, net of allowance

Schedule of Components of Incom

Schedule of Components of Income Tax Provision (Details) - USD ($)	9 Months Ended	12 Months Ended	21 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Current			$ 0
Deferred			(716,158)
Change in valuation allowance	$ 65,895		716,158
Income tax provision

Schedule of Effective Income Ta

Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21%
Change in valuation allowance	(21.00%)
Income tax provision	0%

Income Tax (Details Narrative)

Income Tax (Details Narrative) - USD ($)	9 Months Ended	21 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss		$ 1,739,623
Change in valuation allowance		716,158
Change in valuation allowance	$ 65,895	$ 716,158

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	2 Months Ended
	Mar. 23, 2023 USD ($)
Subsequent Event [Member] | Business Combination Agreement [Member]
Subsequent Event [Line Items]
Termination fees	$ 1,000,000