Amended Notification That Annual Report Will Be Submitted Late (nt 10-k/a)
17 Abril 2023 - 10:26AM
Edgar (US Regulatory)
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UNITED
STATES |
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SECURITIES
AND EXCHANGE
COMMISSION |
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Washington,
D.C. 20549 |
SEC
FILE NUMBER |
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000-41182 |
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FORM 12b-25/A
(Amendment
No. 1) |
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NOTIFICATION OF LATE
FILING |
CUSIP
NUMBER |
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(Check
one): |
78661R106
G2266L119
78661R205 |
☒
Form 10-K ☐ Form 20-F ☐ Form 11-K
☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
For
Period Ended: December 31, 2022
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
For
the Transition Period Ended:
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I - REGISTRANT INFORMATION
SAGALIAM
ACQUISITION CORP.
Full
Name of Registrant
N/A
Former
Name if Applicable
1800
Avenue of the Stars, Suite 1475
Address
of Principal Executive Office (Street and Number)
Los
Angeles, CA 90067
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b- 25(b),
the following should be completed . (Check box if appropriate)
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(a) |
The reason described in
reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
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☐ |
(b) |
The subject annual report,
semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on
Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following
the prescribed due date; and |
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(c) |
The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
On
March 31, 2023, the Registrant filed a Notification of Late Filing on Form 12b-25 (the “Original Form 12b-25”) reporting
that it required additional time to complete its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”)
principally because the Registrant needs additional time to complete the audit of its financial statements. This amendment to the Original
Form 12b-25 is being filed to report that the Registrant will not be filing such Form 10-K within the fifteen-day grace period provided
by Rule 12b-25 of the Securities Exchange Act of 1934, as amended. To date, the Registrant has been unable, without unreasonable effort
or expense, to complete the Form 10-K, and its independent auditors have been unable to complete the review thereof. The Registrant is
continuing in its efforts to file the Form 10-K as soon as reasonably practicable. As a result of this failure to file Form 10-K, the
Registrant anticipates that it will receive a corresponding notice of non-compliance from Nasdaq. The Registrant anticipates that the
notice from Nasdaq will have a grace period within which to file the Form 10-K and regain compliance with the Nasdaq Listing Rules and
that the Registrant will file the Form 10-K within the grace period.
PART
IV — OTHER INFORMATION
(1) |
Name and telephone number of person to contact in regard
to this notification |
Barry
Kostiner
(Name) |
213
(Area
Code) |
616-0011
(Telephone
Number) |
(2) |
Have all other periodic
reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). |
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☒ Yes ☐ No |
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(3) |
Is it anticipated that
any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? |
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☐ Yes ☒ No |
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If so, attach an explanation
of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made. |
SAGALIAM
ACQUISITION CORP.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 17, 2023 |
By: |
/s/
Barry Kostiner |
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Barry Kostiner |
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Title: |
Chief Executive Officer |
Sagaliam Acquisition (NASDAQ:SAGA)
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