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 and has not commenced any operations as of December 31, 2025 ³. It will not generate operating revenues until after the completion of its initial business combination ⁴. The Company's strategy is 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 ⁵.

The Company intends to focus its search for an initial business combination target in six key verticals: Electronic Commerce (Ecommerce), Financial Technology (Fintech), Software as a Service (SaaS), Renewable Energy, Mining, and Information Technology (IT) and IT-Enabled Services ⁶. Its current intended geographic focus is the Asia-Pacific (APAC) and Europe, Middle East and Africa (EMEA) regions ⁷. The Company emphasizes acquiring businesses with sustainable earnings, significant growth potential, established market share, and consistent cash flow ⁸. It also seeks targets with high barriers to entry and strong competitive advantages ⁹.

The core business model of StoneBridge Acquisition II Corporation is to identify and acquire an operating business, thereby taking it public. Revenue generation is currently limited to non-operating income in the form of interest and dividend income from proceeds held in a Trust Account ¹⁰. The Company's primary customer segments are not applicable as it is a SPAC without an operating business. The Company's structure involves public units, each consisting of one Class A Ordinary Share and one right to acquire one-tenth (1/10) of one Class A Ordinary Share upon business combination ¹¹.

The Company consummated its Initial Public Offering (IPO) on October 1, 2025, selling 5,750,000 public units, including 750,000 public units issued upon the full exercise of the underwriter's over-allotment option ¹². These public units were sold at an offering price of $10.00 per public unit, generating gross proceeds of $57,500,000 ¹³. Simultaneously, it completed a private placement of 153,750 private placement units at $10.00 per unit, generating aggregate gross proceeds of $1,537,500 ¹⁴. Transaction costs for the IPO amounted to $3,063,880, comprising $287,500 of cash underwriting commissions, $2,300,000 of fair value of Representative Shares issued to the underwriter's designee, and $476,380 of other offering costs ¹⁵.

For the year ended December 31, 2025, the Company reported net income of $302,325 ¹⁶. This income was primarily derived from interest income of $58 ¹⁷, interest income on investments in the Trust Account of $4,558 ¹⁸, and dividend income on investments in the Trust Account of $548,399 ¹⁹, partially offset by general and administrative expenses of $250,690 ²⁰. Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.04 ²¹, for non-redeemable Class A ordinary shares was $0.04 ²², and for non-redeemable Class B ordinary shares was $0.04 ²³. As of December 31, 2025, the Company had cash of $503,830 ²⁴ and investments held in the Trust Account of $58,048,399 ²⁵. Total current liabilities were $45,683 ²⁶, including accounts payable of $23,400 ²⁷, a loan from sponsor of $22 ²⁸, and due to related parties of $22,261 ²⁹.

The Company's activities from June 19, 2024 (inception) through December 31, 2025, were organizational and related to its IPO and the subsequent search for a business combination ³⁰. Net cash used in operating activities for the year ended December 31, 2025, was $313,525 ³¹, while net cash provided by operating activities for the period from inception through December 31, 2024, was $18,713 ³². Net cash used in investing activities for the year ended December 31, 2025, was $57,500,000, representing investments in the Trust Account ³³. Net cash provided by financing activities for the year ended December 31, 2025, was $58,315,447, primarily from IPO and Private Placement proceeds, offset by a $44,903 repayment of a sponsor loan and $677,150 in deferred offering costs ³⁴.

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 ³⁵. 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 ³⁶. To effect each three-month extension, the sponsor or its affiliates must deposit $575,000 ($0.10 per share) into the Trust Account, totaling up to $1,150,000 ($0.20 per share) for the full six months ³⁷. These payments would be non-interest bearing loans, repayable upon the consummation of a business combination from the Trust Account proceeds after redemptions ³⁸.

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 ³⁹. Any remaining proceeds after redemptions, if equity or debt is used as consideration, will be utilized as working capital for the target business's operations, other acquisitions, and growth strategies ⁴⁰. The Company also has access to funds held outside the Trust Account, which it intends to use for identifying and evaluating target businesses, performing due diligence, travel, reviewing corporate documents, structuring and negotiating business combinations, and paying for directors and officers liability insurance premiums ⁴¹.

Management may also use a portion of the funds outside the Trust Account for commitment fees for financing, fees to consultants, or as a down payment for a "no-shop" provision ⁴². The Company may need to obtain additional financing to complete its initial business combination, especially if the transaction requires more cash than available from the Trust Account proceeds or if a significant number of public shares are redeemed ⁴³. Such additional financing could involve issuing equity or debt securities, including through forward purchase agreements or backstop agreements ⁴⁴. Up to $1,500,000 of working capital loans from the sponsor or its affiliates may be convertible into private placement units at $10.00 per unit ⁴⁵.

The Company's board of directors approved the grant and transfer of an aggregate of 100,000 Class B Ordinary Shares from the sponsor to four independent directors on February 5, 2026, as a one-time equity grant for their services ⁴⁶. The Company has an agreement to pay Scieniti LLC, an affiliate of its sponsor, $10,000 per month for office space, utilities, and administrative support, which will cease upon completion of a business combination or liquidation ⁴⁷.

The Company faces several material risks, including the possibility that public shareholders may not have an opportunity to vote on the proposed initial business combination, and even if a vote is held, the founder shares' participation increases the likelihood of approval despite potential public shareholder dissent ⁴⁸. The ability of public shareholders to redeem shares for cash may make the Company's financial condition unattractive to potential targets, potentially hindering the completion of a desirable business combination or optimizing its capital structure ⁴⁹. The requirement to complete a business combination within the completion window (up to October 1, 2027) may give target businesses leverage in negotiations and limit due diligence time ⁵⁰. If the Company fails to complete a business combination within this timeframe, public shareholders may only receive their pro rata portion of the Trust Account funds, and rights will expire worthless ⁵¹. Geopolitical conditions, including the Russia-Ukraine conflict, the Israel-Hamas conflict, and military conflict involving Iran, could adversely affect the search for a business combination and the operations of a target business ⁵². Changes in laws or regulations, particularly the SEC's SPAC Rules, may increase costs and time needed for a business combination and could lead to the Company being deemed an investment company under the Investment Company Act, imposing burdensome compliance requirements or forcing liquidation ⁵³. The nominal purchase price paid by initial shareholders for founder shares (approximately $0.013 per share) may result in significant dilution for public shareholders upon business combination, and initial shareholders are likely to profit substantially even if the trading price of ordinary shares declines ⁵⁴.

Management's message to shareholders 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. The strategic priorities include leveraging the management team's experience and network to identify attractive targets in key verticals such as Ecommerce, Fintech, SaaS, Renewable Energy, Mining, and IT and IT-Enabled Services, with a geographic focus on APAC and EMEA regions. Management intends to seek businesses with sustainable earnings, significant growth potential, established market share, consistent cash flow, high barriers to entry, and strong competitive advantages. They also prioritize finding a target with a management team ready for public markets, where the Company's team can serve as advisors. The Company has a clear timeline for completing a business combination, with an initial deadline of April 1, 2027, extendable to October 1, 2027, through sponsor loans of $575,000 ($0.10 per share) for each three-month extension, up to an aggregate of $1,150,000 ($0.20 per share). Management acknowledges the need for thorough due diligence and the potential for additional financing to complete a business combination, with up to $1,500,000 of working capital loans from the sponsor convertible into private placement units at $10.00 per unit.