StoneBridge Acquisition II Corp

StoneBridge Acquisition II Corporation (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated on June 19, 2024, in the Cayman Islands ¹. Its primary business objective is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more operating businesses ². The Company has not yet selected a specific business combination target ³.

The Company's core business model is to identify and acquire an operating business, leveraging its management team's experience in operating and leading international businesses and their network of relationships ⁴. It generates non-operating income from interest earned on funds held in a Trust Account ⁵. The Company aims to focus its search on international businesses that would benefit from valuation arbitrage by going public in the United States on a U.S. national securities exchange ⁶. Key verticals of interest include Electronic Commerce (Ecommerce), Financial Technology (Fintech), Software as a Service (SaaS), Renewable Energy, Mining, and Information Technology (IT) and IT-Enabled Services ⁷. The intended geographic focus is the Asia-Pacific (APAC) and Europe, Middle East and Africa (EMEA) regions ⁸.

The Company completed its Initial Public Offering (IPO) on October 1, 2025, selling 5,750,000 public units at an offering price of $10.00 per public unit, generating gross proceeds of $57,500,000 ⁹. Each public unit consists of one Class A Ordinary Share and one public right, with each right entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of the initial business combination ¹⁰. Simultaneously, the Company completed a private placement of 153,750 private placement units at $10.00 per unit, generating aggregate gross proceeds of $1,537,500 ¹¹. Transaction costs for the IPO amounted to $3,063,880, comprising $287,500 in cash underwriting commissions, $2,300,000 for the fair value of Representative Shares issued to the underwriter's designee, and $476,380 in other offering costs ¹².

For the year ended December 31, 2025, the Company reported net income of $302,325 ¹³. This was primarily driven by interest income and dividend income on investments in the Trust Account, totaling $4,558 and $548,399, respectively ¹⁴. These were partially offset by general and administrative expenses of $250,690 ¹⁵. Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.04 ¹⁶, for non-redeemable Class A ordinary shares was $0.04 ¹⁷, and for non-redeemable Class B ordinary shares was $0.04 ¹⁸.

As of December 31, 2025, the Company had cash of $503,830 ¹⁹ and investments held in the Trust Account of $58,048,399 ²⁰, consisting of money market funds ²¹. Total current liabilities were $45,683, including accounts payable of $23,400, a loan from sponsor of $22, and due to related parties of $22,261 ²². The Company had no long-term debt ²³. Net cash used in operating activities for the year ended December 31, 2025, was $313,525 ²⁴, while net cash used in investing activities was $57,500,000, primarily for investments in the Trust Account ²⁵. Net cash provided by financing activities was $58,315,447 ²⁶, which included proceeds from the IPO and Private Placement, offset by a $44,903 repayment of a loan from the sponsor and $677,150 in deferred offering costs ²⁷.

During the reported period, the Company consummated its IPO on October 1, 2025 ²⁸. On September 30, 2025, the sponsor forfeited 825,000 founder shares, and Maxim Individuals and third-party investors purchased an aggregate of 825,000 founder shares at approximately $0.013 per share ²⁹. Subsequent to the period end, on February 5, 2026, the board approved the transfer of 100,000 Class B Ordinary Shares from the sponsor to four independent directors as a one-time equity grant ³⁰.

The Company has a completion window of 18 months from the closing of its IPO, or until April 1, 2027, to consummate its initial business combination ³¹. This period can be extended up to two times, each by an additional three months, for a total of up to 24 months, or until October 1, 2027, without shareholder approval ³². To effect each three-month extension, the sponsor or its affiliates or designees must deposit $575,000 ($0.10 per share) into the Trust Account ³³, totaling up to an aggregate of $1,150,000 ($0.20 per share) for the full six months ³⁴. These payments would be non-interest bearing loans, repayable upon the consummation of a business combination from the Trust Account proceeds after redemptions ³⁵.

The Company intends to focus its search for an initial business combination target on international businesses that would benefit from valuation arbitrage by going public in the United States on a U.S. national securities exchange ³⁶. Specific growth areas or key verticals of interest include Ecommerce, Fintech, SaaS, Renewable Energy, Mining, and IT and IT-Enabled Services ³⁷. The intended geographic focus is the APAC and EMEA regions ³⁸. The Company expects to leverage its management team's experience and network to identify attractive businesses within these areas ³⁹.

The Company's operational outlook is centered on completing an initial business combination. It will not generate operating revenues until after this completion ⁴⁰. The funds held outside the Trust Account, which amounted to $503,830 as of December 31, 2025 ⁴¹, are intended to be used primarily for identifying and evaluating target businesses, performing due diligence, travel, reviewing corporate documents, structuring and negotiating a business combination, and paying for directors and officers liability insurance premiums ⁴². The Company may also use these funds for commitment fees for financing or as a down payment for a "no-shop" provision ⁴³.

In terms of capital allocation, the Company intends to use substantially all of the funds held in the Trust Account, including any earned interest (net of taxes), to complete its initial business combination ⁴⁴. If equity or debt is used as consideration, remaining Trust Account proceeds will be used as working capital for the target business's operations, other acquisitions, and growth strategies ⁴⁵. The sponsor or its affiliates or certain officers and directors may loan the Company funds for transaction costs, with up to $1,500,000 of such loans convertible into private placement units at $10.00 per unit ⁴⁶.

Management has flagged several structural headwinds and execution risks. The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, potentially limiting the most desirable business combinations or optimizing the capital structure ⁴⁷. The requirement to complete a business combination within the completion window may give target businesses leverage in negotiations and limit due diligence time ⁴⁸. Geopolitical conditions, including the Russia-Ukraine conflict, Israel-Hamas conflict, and military conflict involving Iran, could adversely affect the search for a business combination and the operations of a target business ⁴⁹. Changes in laws or regulations, particularly the SEC's SPAC Rules, may increase costs and time needed to complete a business combination and could lead to the Company being deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and restrict activities ⁵⁰.

The Company faces several material risks, including the potential inability to complete an initial business combination within the completion window, which would lead to the redemption of public shares at approximately $10.00 per share, and the expiration of rights without value ⁵¹. Geopolitical instability from conflicts such as the Russia-Ukraine conflict, Israel-Hamas conflict, and military conflict involving Iran, could lead to market disruptions, volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks, adversely affecting the Company's search for a target and the operations of any acquired business ⁵². There is a risk that third-party claims against the Company could reduce the funds held in the Trust Account, potentially lowering the per-share redemption amount received by shareholders to less than $10.00 per share ⁵³. Furthermore, the Company could be deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and restrict its activities, making it difficult to complete a business combination ⁵⁴. The nominal purchase price paid by initial shareholders for founder shares (approximately $0.013 per share) ⁵⁵ may result in significant dilution to public shareholders upon a business combination, and initial shareholders are likely to profit substantially even if the trading price of Class A Ordinary Shares declines ⁵⁶.

Management's message emphasizes the Company's role as a blank check company focused on identifying and acquiring an international business that can benefit from a U.S. public listing. They highlight their intention to focus on key verticals such as Ecommerce, Fintech, SaaS, Renewable Energy, Mining, and IT and IT-Enabled Services, primarily in the APAC and EMEA regions ⁵⁷. A core strategic priority is leveraging the management team's experience and network to identify attractive businesses and contribute significant value to their operations ⁵⁸. Management also stresses the importance of finding a company with sustainable earnings and significant growth potential, strong barriers to entry, competitive advantages, and a management team ready for public markets ⁵⁹. The Company has a deadline of April 1, 2027, to complete an initial business combination, with the possibility of two three-month extensions until October 1, 2027, requiring sponsor deposits of $575,000 for each extension ⁶⁰.