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StoneBridge Acquisition II Corp

APACU
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Business Summary

StoneBridge Acquisition II Corporation (APACU) is a blank check company, or SPAC, incorporated on June 19, 2024, in the Cayman Islands, formed with the sole purpose of effecting a business combination with one or more operating businesses . The company has not yet selected a specific target but intends 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 . The key verticals of interest for a business combination include Electronic Commerce (Ecommerce), Financial Technology (Fintech), Software as a Service (SaaS), Renewable Energy, Mining, and Information Technology (IT) and IT-Enabled Services . The intended geographic focus for its search is the Asia-Pacific (APAC) and Europe, Middle East and Africa (EMEA) regions . As of December 31, 2025, the company had not commenced any operations and will not generate operating revenues until after the completion of its initial business combination .

The company's core business model is to identify and acquire a suitable target business, leveraging its management team's experience in operating and leading international businesses and their network of relationships . Revenue generation is currently limited to non-operating income in the form of interest and dividend income from proceeds held in the Trust Account . The company seeks targets with sustainable earnings, significant growth potential, established market share, consistent cash flow, high barriers to entry, and strong competitive advantages . It also emphasizes the target's viability and public market reception, as well as a management team ready for public markets .

On October 1, 2025, StoneBridge Acquisition II Corporation consummated its Initial Public Offering (IPO) of 5,750,000 public units, including 750,000 public units issued upon the full exercise of the underwriter's over-allotment option . Each public unit was sold at an offering price of $10.00 per public unit, generating gross proceeds of $57,500,000 . Simultaneously, the company completed a private placement of 153,750 private placement units at a price of $10.00 per unit, generating aggregate gross proceeds of $1,537,500 . Each public and private placement unit consists of one Class A Ordinary Share and one right, with each right entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the initial business combination .

For the fiscal year ended December 31, 2025, the company reported net income of $302,325 . This consisted of interest income and dividend income on investments in the Trust Account, partially offset by general and administrative expenses of $250,690 . For the period from June 19, 2024 (inception) through December 31, 2024, the company had a net loss of $7,567, primarily from formation and operating costs . Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.04 , for non-redeemable Class A ordinary shares was $0.04 , and for non-redeemable Class B ordinary shares was $0.04 for the year ended December 31, 2025. As of December 31, 2025, the company held $58,048,399 in investments in the Trust Account and had cash of $503,830 outside the Trust Account . 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 .

The company's operational developments during the period primarily revolved around its formation and IPO. This included the initial purchase of 5,750,000 Class B Ordinary Shares by the sponsor for $25,000 , which was later adjusted to 1,916,667 founder shares . 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 for approximately $10,760 . Post-period, 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 . The IPO generated gross proceeds of $57,500,000 , with offering costs of $3,063,880, including $287,500 in cash underwriting commissions, $2,300,000 fair value of Representative Shares, and $476,380 in other offering costs .

Business Outlook

StoneBridge Acquisition II Corporation 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 . The company has a completion window of 18 months from the closing of its IPO, which is until April 1, 2027 . 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, to complete a business combination . These extensions do not require shareholder approval, but the sponsor or its affiliates must deposit $575,000 ($0.10 per share) into the Trust Account for each three-month extension, up to an aggregate of $1,150,000 ($0.20 per share) for the full six months . These payments would be non-interest bearing loans, repayable upon consummation of the business combination from the Trust Account proceeds after redemptions .

The company's growth strategy is entirely dependent on successfully identifying and completing an initial business combination with one or more operating businesses . The focus remains on international businesses that could benefit from a U.S. public listing, specifically in Ecommerce, Fintech, SaaS, Renewable Energy, Mining, and IT and IT-Enabled Services, with a geographic emphasis on the APAC and EMEA regions . The company aims to acquire businesses with sustainable earnings, significant growth potential, established market share, consistent cash flow, and strong competitive advantages . Management expects to leverage its team's experience and network to identify attractive targets .

Operationally, the company will incur significant costs in pursuit of its acquisition strategy, including legal, financial reporting, accounting, and auditing compliance expenses as a public company, as well as due diligence costs for prospective targets . The funds held outside the Trust Account, which amounted to $503,830 as of December 31, 2025 , are intended to cover these working capital requirements and transaction costs . The company may also use these funds for commitment fees for financing, or as a down payment for "no-shop" provisions .

Planned capital allocation is primarily directed towards the business combination. 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 . As of December 31, 2025, there were no borrowings under these working capital loans . The company has not paid any cash dividends to date and does not intend to prior to the completion of its initial business combination . Future dividend payments will be at the discretion of the combined company's board and dependent on revenues, earnings, capital requirements, and financial condition .

Structural headwinds and execution risks include the competitive landscape for SPACs, where attractive targets may become scarcer and demand improved financial terms . The obligation to pay cash for public shareholder redemptions may reduce available resources for a business combination, potentially making the company unattractive to targets or limiting its ability to optimize its capital structure . Geopolitical conditions, such as the Russia-Ukraine conflict and the Israel-Hamas conflict, are identified as potential adverse factors that could lead to market disruptions, volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks, all of which could negatively impact the search for and consummation of a business combination . Regulatory changes, specifically the SEC's new SPAC Rules, may increase costs and time needed for a business combination and could lead to the company being deemed an investment company, imposing burdensome compliance requirements or restricting activities .

Risk Factors

The most material risks include the potential inability to complete an initial business combination within the completion window, which could lead to liquidation and public shareholders receiving only their pro rata portion of the Trust Account, with rights expiring worthless . The company faces significant competition from other SPACs, private equity groups, and operating businesses for attractive targets, which may increase acquisition costs or make it difficult to find a suitable target . Geopolitical instability, including the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict, could lead to market disruptions, volatility, supply chain interruptions, and increased cyber-attacks, adversely affecting the search for a business combination . Regulatory changes, particularly the SEC's new SPAC Rules, may increase the costs and time required for a business combination and could potentially lead to the company being deemed an investment company, imposing burdensome compliance requirements or restricting its activities . There is also a risk that third-party claims against the company could reduce the funds in the Trust Account, potentially leading to public shareholders receiving less than $10.00 per share upon redemption . The nominal purchase price paid by initial shareholders for founder shares (approximately $0.013 per share) could result in significant dilution for public shareholders upon a business combination, and incentivizes initial shareholders to complete a business combination even if it is with a riskier or less profitable target .

Management Priorities

Management's message emphasizes the company's commitment to identifying and completing an initial business combination within the stipulated completion window, which is 18 months from the IPO closing, or until April 1, 2027, with the possibility of two three-month extensions until October 1, 2027 . They highlight their intention to focus on international businesses in specific key verticals: Ecommerce, Fintech, SaaS, Renewable Energy, Mining, and IT and IT-Enabled Services, primarily in the APAC and EMEA regions . Management stresses the importance of leveraging their team's extensive experience and network to identify attractive targets with sustainable earnings, significant growth potential, and strong competitive advantages . They acknowledge the inherent risks of being a blank check company, including competition for targets and the potential for dilution, but express confidence in their ability to navigate these challenges and deliver value to shareholders through a successful business combination.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — General
  2. [2] Item 1, Business — General
  3. [3] Item 1, Business — General
  4. [4] Item 1, Business — General
  5. [5] Item 1, Business — General
  6. [6] Item 1, Business — Business Combination Criteria
  7. [7] Item 1, Business — General
  8. [8] Item 1, Business — Business Combination Criteria
  9. [9] Item 1, Business — Business Combination Criteria
  10. [10] Item 7, MD&A — Overview
  11. [11] Item 7, MD&A — Overview
  12. [12] Item 7, MD&A — Overview
  13. [13] Item 7, MD&A — Overview
  14. [14] Item 7, MD&A — Results of Operations
  15. [15] Item 7, MD&A — Results of Operations
  16. [16] Item 7, MD&A — Results of Operations
  17. [17] Item 7, MD&A — Net Income (loss) Per Ordinary Share
  18. [18] Item 7, MD&A — Net Income (loss) Per Ordinary Share
  19. [19] Item 7, MD&A — Net Income (loss) Per Ordinary Share
  20. [20] Item 7, MD&A — Liquidity and Capital Resources
  21. [21] Item 7, MD&A — Liquidity and Capital Resources
  22. [22] Item 7, MD&A — Balance Sheets
  23. [23] Item 7, MD&A — Balance Sheets
  24. [24] Item 7, MD&A — Balance Sheets
  25. [25] Item 7, MD&A — Balance Sheets
  26. [26] Item 1, Business — General
  27. [27] Item 1, Business — General
  28. [28] Item 1, Business — General
  29. [29] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Recent Sales of Unregistered Securities
  30. [30] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Use of Proceeds from Registered Securities
  31. [31] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Use of Proceeds from Registered Securities
  32. [32] Item 7, MD&A — Overview
  33. [33] Item 7, MD&A — Overview
  34. [34] Item 7, MD&A — Overview
  35. [35] Item 7, MD&A — Overview
  36. [36] Item 7, MD&A — Overview
  37. [37] Item 7, MD&A — Overview
  38. [38] Item 7, MD&A — Overview
  39. [39] Item 1, Business — Business Combination Criteria
  40. [40] Item 1, Business — Business Combination Criteria
  41. [41] Item 7, MD&A — Results of Operations
  42. [42] Item 7, MD&A — Liquidity and Capital Resources
  43. [43] Item 7, MD&A — Liquidity and Capital Resources
  44. [44] Item 7, MD&A — Liquidity and Capital Resources
  45. [45] Item 7, MD&A — Liquidity and Capital Resources
  46. [46] Item 7, MD&A — Liquidity and Capital Resources
  47. [47] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Dividends
  48. [48] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Dividends
  49. [49] Item 1A, Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
  50. [50] Item 1A, Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
  51. [51] Item 1A, Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
  52. [52] Item 1A, Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
  53. [53] Item 1A, Risk Factors — We may not be able to complete our initial business combination within the completion window, in which case we would redeem our public shares.
  54. [54] Item 1A, Risk Factors — Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination.
  55. [55] Item 1A, Risk Factors — Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict, the recent escalation of the Israel-Hamas conflict, and the recent military conflict involving Iran and certain regional and international actors.
  56. [56] Item 1A, Risk Factors — Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
  57. [57] Item 1A, Risk Factors — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.
  58. [58] Item 1A, Risk Factors — The nominal purchase price paid by our initial shareholders for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our initial shareholders are likely to make a substantial profit on their investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our Ordinary Shares to materially decline.
  59. [59] Item 1A, Risk Factors — The nominal purchase price paid by our initial shareholders for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our initial shareholders are likely to make a substantial profit on their investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our Ordinary Shares to materially decline.
  60. [60] Item 7, MD&A — Overview
  61. [61] Item 7, MD&A — Overview
  62. [62] Item 1, Business — Business Combination Criteria

Analysis on 5/22/2026