Correspondence 0001493152-22-033694 from Sagaliam Acquisition Corp (CIK 0001855351)
Sagaliam Acquisition Corp (CIK 0001855351)
Date: Nov. 25, 2022 · CIK: 0001855351 · Accession: 0001493152-22-033694
AI Filing Summary & Sentiment
File numbers found in text: 001-41182
Letter
VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance Re: Sagaliam Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed November 17, 2022 File No. 001-41182
Dear Messrs. Park and Gabor
This letter is being furnished on behalf of Sagaliam Acquisition Corp. (the “Company”) in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter, dated November 23, 2022, to Barry Kostiner, Chairman and Chief Executive Officer of the Company. The text of the Staff’s comments has been included in this letter below in bold and italics for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. We have also set forth the Company’s response to each of the numbered comments immediately below each numbered comment. In addition, on behalf of the Company, we are hereby filing Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) with the Commission, and have addressed your comment on pages therein as indicated in our response below.
Preliminary Proxy Statement on Schedule 14A
General
1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.
We have included disclosure on pages [x] and [y] of the Preliminary Proxy Statement to address this comment specifically.
* * *
Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer Advogados (a Brazilian partnership).
U.S. Securities and Exchange Commission
November 25, 2022
Page
If you have any questions regarding the foregoing, feel free to contact Thomas Kollar at +852 2843 4260 or thomas.kollar@mayerbrown.com. Thank you for your assistance.
Sincerely,
/s/ Thomas Kollar
Show Raw Text
CORRESP
1
filename1.htm
November
25, 2022
Mayer
Brown LLP
1221
Avenue of the Americas
New
York, New York 10020-1001
Tel
+1 212 506 2500
Fax
+1 212 262 1910
www.mayerbrown.com
VIA
EDGAR AND OVERNIGHT DELIVERY
Mr.
Kibum Park
Mr.
Jeffrey Gabor
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Sagaliam Acquisition Corp.
Preliminary
Proxy Statement on Schedule 14A
Filed
November 17, 2022
File
No. 001-41182
Dear
Messrs. Park and Gabor
This
letter is being furnished on behalf of Sagaliam Acquisition Corp. (the “Company”) in response to comments received
from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) by letter, dated November 23, 2022, to Barry Kostiner, Chairman and Chief Executive Officer
of the Company. The text of the Staff’s comments has been included in this letter below in bold and italics for your convenience,
and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. We have also set forth the Company’s
response to each of the numbered comments immediately below each numbered comment. In addition, on behalf of the Company, we are hereby
filing Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”)
with the Commission, and have addressed your comment on pages therein as indicated in our response below.
Preliminary
Proxy Statement on Schedule 14A
General
1. With
a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business combination.
For instance, discuss the risk to investors that you may not be able to complete an initial
business combination with a U.S. target company should the transaction be subject to review
by a U.S. government entity, such as the Committee on Foreign Investment in the United States
(CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets
with which you could complete an initial business combination may be limited. Further, disclose
that the time necessary for government review of the transaction or a decision to prohibit
the transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.
We
have included disclosure on pages [x] and [y] of the Preliminary Proxy Statement to address this comment specifically.
*
* *
Mayer
Brown is a global services provider comprising an association of legal practices that are separate entities including
Mayer Brown LLP
(Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and
Tauil & Chequer Advogados (a Brazilian partnership).
U.S.
Securities and Exchange Commission
November
25, 2022
Page
2
If
you have any questions regarding the foregoing, feel free to contact Thomas Kollar at +852 2843 4260 or thomas.kollar@mayerbrown.com.
Thank you for your assistance.
Sincerely,
/s/ Thomas Kollar
Thomas
Kollar
Mayer
Brown LLP
cc:
Barry Kostiner, Chief Executive Officer
Sagaliam Acquisition Corp.