APACU StoneBridge Acquisition Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 17, 2024

 

 

StoneBridge Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands		001-40613		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

One World Trade Center

Suite 8500

New York, NY 10007

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (646) 314-3555

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class		Trading Symbol(s)		Name of each exchange on  which registered
Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant		APACU		The Nasdaq Stock Market LLC
Class A ordinary shares par value $0.0001 per share		APAC		The Nasdaq Stock Market LLC
Warrants, each exercisable for one Class A ordinary share for $11.50 per share		APACW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information included in Item 5.07 is incorporated by reference in this item to the extent required.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On January 17, 2024, StoneBridge Acquisition Corporation, a Cayman Islands exempted company limited by shares (the “Company” or “StoneBridge”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 5,025,344 ordinary shares, comprised of 25,344 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and 5,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares,” together with the Class A Ordinary Shares, the “Ordinary Shares”), were present in person or by proxy, representing approximately 67.67% of the 7,425,969 issued and outstanding Ordinary Shares of StoneBridge.

 

In connection with the Extraordinary General Meeting, shareholders properly elected to redeem an aggregate of 210,813 Class A Ordinary Shares at a redemption price of approximately $11.36 per share, for an aggregate redemption amount of $2,395,232.96. Following such redemptions, approximately $25,168,346.58 will remain in the StoneBridge trust account (the “Trust Account”), not including the Extension Payment (as defined below) of $55,378.90 made by the Sponsor, as described below.

 

1.

Extension Amendment Proposal

 

At the Extraordinary General Meeting, the Company’s shareholders approved the proposal (the “Extension Amendment Proposal”) to amend the Company’s Amended and Restated Memorandum and Articles of Association, as amended on July 19, 2023 (the “Articles of Association”) to give the Company the right to extend the date by which it has to consummate a business combination from January 20, 2024 up to 6 times for an additional one (1) month each time up to July 20, 2024, by depositing into the Trust Account, for each one-month extension, $0.025 for each Class A Ordinary Share outstanding (the “Extension Payment”) after giving effect to redemptions.

 

The following is a tabulation of the votes with respect to the Extension Amendment Proposal, which was approved by the Company’s shareholders:

 

Ordinary Shares Votes For		Ordinary Shares Votes Against		Ordinary Shares Abstentions
5,000,390		24,954		0

 

2.

NTA Amendment Proposal

 

Shareholders approved the proposal (the “NTA Amendment Proposal”) to amend the Articles of Association to remove the net tangible asset requirement in order to expand the methods that the Company may employ so as to not become subject to the “penny stock” rules of the United States Securities and Exchange Commission. The NTA Amendment Proposal received the following votes:

 

Ordinary Shares Votes For		Ordinary Shares Votes Against		Ordinary Shares Abstentions
5,025,341		3		0

 

 

A copy of the amendment to the Articles of Association as adopted on January 17, 2024, by special resolution of the shareholders is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. 

 

As a result of the approval of the Extension Amendment Proposal and NTA Amendment Proposal, the Company’s sponsor (or one or more of its affiliates or third-party designees) (the “Sponsor”) deposited an Extension Payment into the Trust Account on January 18, 2024 in the amount of $55,378.90 (which was equal to $0.025 for each Class A Ordinary Share outstanding, and not redeemed in connection with the Extension Amendment Proposal and NTA Amendment Proposal) in exchange for a non-interest-bearing, unsecured promissory note issued by the Company to the Sponsor that will not be repaid in the event that the Company is unable to close a business combination, unless there are funds available outside the Trust Account to do so. The Extension Payment extended the date by which the Company must consummate a business combination from January 20, 2024 to February 20, 2024.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit		Description
3.1		Amendment to the Amended and Restated Memorandum and Articles of Association of StoneBridge Acquisition Corporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	StoneBridge Acquisition Corporation
	By:	/s/ Bhargav Marepally
	Name:	Bhargav Marepally
	Title:	Chief Executive Officer

 

Date: January 23, 2024

 

 

Exhibit 3.1

 

AMENDMENT

TO THE

AMENDED AND RESTATED MEMORANDUM AND ARTICLES

OF ASSOCIATION

OF

STONEBRIDGE ACQUISITION CORPORATION

 

RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by:

 

a)

the deletion of the existing definition of article 49.7 in its entirety and the insertion of the following language in its place:

 

“The Company will have 30 months from the consummation of the IPO to consummate a Business Combination. If the Directors anticipate that the Company may not be able to consummate a Business Combination within 30 months from consummation of the IPO, the Sponsor or its affiliates or designees may, but are not obligated to, extend the period of time to consummate a Business Combination six times by an additional month each time (for a total of up to 36 months to complete a business combination); provided that, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, shall deposit into the trust account $0.025 for each Class A ordinary share outstanding after giving effect to the Redemption on or prior to the date of the applicable deadline. In the event that the Sponsor or its affiliates or designees elect to extend the time to complete a Business Combination and deposit the applicable amount of money into trust, the Sponsor or its affiliates or designees would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the trust account to do so. In the event that the Company receives notice from our Sponsor or its affiliates or designees five days prior to the applicable deadline of its intent to effect an extension, the Company will issue a press release announcing such intention at least three days prior to the applicable deadline. The Company will also issue a press release the day after the applicable deadline announcing whether the funds had been timely deposited. Neither the Sponsor nor its affiliates or designees are obligated to fund the trust account to extend the time for the Company to complete the Business Combination.”

 

b)

the deletion of the following language in article 49.2:

 

“… provided, in each case, that the Company shall not redeem or repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001.”

 

c)

the deletion of the following language in article 49.4:

 

“…provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, [or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.]”

 

d)

the deletion of the following language in article 49.5:

 

“The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the "Redemption Limitation").”

 

e)

the deletion of the following language in article 49.9:

 

“The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”

 

 

v3.23.4

Cover	Jan. 17, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 17, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40613
Entity Registrant Name	StoneBridge Acquisition Corporation
Entity Central Index Key	0001844981
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	One World Trade Center
Entity Address, Address Line Two	Suite 8500
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	646
Local Phone Number	314-3555
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Unit [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant
Trading Symbol	APACU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares par value $0.0001 per share
Trading Symbol	APAC
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one Class A ordinary share for $11.50 per share
Trading Symbol	APACW
Security Exchange Name	NASDAQ

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