Arabian Entertainment Company Ltd. (AEC) entered into a business combination agreement to acquire Sagaliam Acquisition Corp. (NasdaqGM:SAGA) from Sagaliam Sponsor LLC and others for approximately $180 million in a reverse merger transaction on November 16, 2022. Under the transaction, each share of Sagaliam Capital Stock that is issued and outstanding immediately prior to the Merger Effective Time, shall automatically be converted into the right to receive one PubCo Ordinary Share. Following the Closing, and as additional contingent consideration for the Merger and the other Transactions, within ten (10) Business Days after the occurrence, if any, of a Triggering Event, PubCo shall issue or cause to be issued (i) upon the occurrence of the First Share Release Date, a release of 20,000,000 PubCo Ordinary Shares; (ii) upon the occurrence of the Second Share Release Date, a release of 10,000,000 PubCo Ordinary Shares; and (iii) upon the occurrence of the Third Share Release Date, a release of 5,000,000 PubCo Ordinary Shares. AEC and Sagaliam will combine into a new company that is expected to be listed on NASDAQ and will adopt Tarfeeh Holdings, Ltd. as the corporate operating brand. Upon the closing of the proposed transaction, AEC's senior management will continue to serve in their current roles. The current AEC owners will retain approximately 50% of the ownership at close, assuming no SPAC shareholder redemptions. In case of termination under certain circumstances, Sagaliam shall pay or cause to be paid to AEC a fee of $1.5 million.

Under the Business Combination Agreement, the obligations of the parties to consummate (or cause to be consummated) the Transactions are subject to a number of customary conditions for special purpose acquisition companies, including, among others, the following: (i) all specified approvals or consents (including foreign or domestic governmental and regulatory approvals) and all waiting or other periods have been obtained or have expired or been terminated, as applicable, (ii) the Written Consent, the PubCo Shareholder Consent and the PubCo Merger Sub Stockholder Consent shall have been delivered to Sagaliam, (iii) the Sagaliam Proposals shall have been approved and adopted by the requisite affirmative vote of the stockholders of Sagaliam, (iv) the shares of PubCo Ordinary Shares to be issued in connection with the Transactions, shall have been approved for listing on Nasdaq or another national securities exchange mutually agreed upon by the Parties, as of the Closing Date, (v) no Governmental Authority shall have enacted any Law or rule which has the effect of making the Transactions illegal or otherwise prohibiting the consummation of the Transactions, (vi) the Sagaliam Certificate of Incorporation shall have been amended as contemplated by the Certificate Amendment, which provides that the date by which Sagaliam must consummate its initial business combination (the “Business Combination Deadline”) may be extended for up to ten (10) successive one month periods up to October 23, 2023 by the deposit by Sponsor of additional funds into the trust account at each extension election, (vii) the Registration Statement / Proxy Statement shall have been declared effective, (viii) Sagaliam shall have at least $5,000,001 of net tangible assets immediately after the Merger Effective Time, after giving effect to the Transactions, (ix) on the Closing Date, immediately prior to the Share Exchange, the PLC Conversion shall have become effective, and the shareholder(s) of PubCo shall have amended and restated the memorandum of association and articles of association, and (x) Seller and PubCo shall have entered into the Lock-Up Agreement. The board of directors of AEC and Sagaliam unanimously approved the transaction. The special meeting of Sagaliam stockholders which was originally scheduled for December 16, 2022, has been adjourned to December 22, 2022 to approve the amendment by which Sagaliam must complete its initial business combination from December 23, 2022 by up to ten successive one month periods up to October 23, 2023. As of December 23, 2022, Sagaliam Acquisition extended the date by which it has complete its initial business combination from December 23, 2022 to January 23, 2023. On February 23, 2023, Sagaliam Acquisition notified Continental Stock Transfer & Trust Company that it was exercising its option to extend the time available to consummate a business combination by an additional one month, thereby extending the de-SPAC deadline from February 23, 2023 to March 23, 2023. The parties expect that the proposed transaction will be completed in the first half of 2023.

Thomas Kollar of Mayer Brown and Esther Chang of Mayer Brown LLP acted as legal advisors to Sagaliam. Keith M. Townsend, Timothy P. FitzSimons, James R. Stull, Nabil A. Issa, Scott Petty, Jarno Vanto, Salomé Cisnal de Ugarte, Moustafa Said, Albert Y. Kim, Jesse Pauker, Amanda A. Sonneborn, Daniel J. Friel, Jake Downing, Hap Shashy, Norm Armstrong, Mohammed AlAmmar and Zack Davis of King & Spalding LLP acted as legal advisors to Arabian Entertainment Company and GLD Partners, LP. Al Akeel & Partners serving as legal advisor to Sagaliam. Marshall & Stevens, Inc. has delivered a fairness opinion to a Special Committee of the Board of Directors of Sagaliam in connection with the proposed transaction. Morrow & Co., LLC acted as information agent to Sagaliam. Continental Stock Transfer & Trust Company is the transfer agent for shares of Sagaliam Acquisition.