APAC

Business Context and Reporting Period

Company: Stonebridge Acquisition II Corp (SPAC)

Reporting Period: Quarterly period ended June 30, 2026

Status: The Company is a Cayman Islands exempted corporation formed to effect a business combination. It has not yet commenced any operating activities. The Company consummated its Initial Public Offering (IPO) on October 1, 2025, and is currently searching for a target business in the Asia-Pacific and EMEA regions, focusing on sectors such as E-commerce, Fintech, SaaS, Renewable Energy, Mining, and IT.

Key Financial Metrics

Material Changes vs. Prior Period

• Profitability: The Company reported a net income of $352,348 for the three months ended June 30, 2026, compared to a net loss of $11,980 for the same period in 2025. This shift is primarily due to significant dividend income ($518,329) and interest income ($2,733) earned on Trust Account investments, which were absent in the prior year.
• Expenses: General and administrative expenses increased significantly to $168,714 for the three months ended June 30, 2026, from $12,000 in the prior year period, reflecting post-IPO operational costs.
• Trust Account Value: Investments held in the Trust Account increased from $58,048,399 at December 31, 2025, to $59,077,144 at June 30, 2026, driven by accrued interest and dividends.
• Cash Position: Operating cash decreased from $503,830 at December 31, 2025, to $211,791 at June 30, 2026, due to operating cash outflows of $292,039 over the six-month period.

Outlook, Risks, and Contingencies

• Completion Window: The Company must complete an initial business combination by April 1, 2027 (18 months from IPO). It may extend this period up to two times by three months each (totaling 24 months) if the Sponsor deposits $575,000 per extension into the Trust Account. The Sponsor is not obligated to fund these extensions.
• Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern within one year due to the mandatory liquidation date falling within that timeframe and the lack of operating revenues. The financial statements do not include adjustments that might result from this uncertainty.
• Risk Factors: The filing highlights risks related to geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) which could disrupt global markets and the Company's ability to find a target. There is no assurance a business combination will be completed.
• Liquidity: The Company relies on funds held outside the Trust Account ($211,791) for working capital. If insufficient, the Sponsor or affiliates may provide working capital loans, up to $1,500,000 of which may be convertible into units.

Investor Verification Checklist

• Extension Funding: Verify the Sponsor's financial capacity and intent to fund the $575,000 per quarter extension fees if a deal is not closed by April 1, 2027.
• Trust Account Composition: Confirm the specific allocation of the $59.1M in the Trust Account between money market funds and U.S. Treasury obligations to assess interest rate sensitivity.
• Operating Burn Rate: Monitor the $292,039 cash burn over six months to ensure the $211,791 operating cash balance is sufficient to sustain operations until a deal is signed or liquidation occurs.
• Shareholder Redemption Rights: Review the terms regarding the 15% redemption limit for "groups" and the Sponsor's waiver of redemption rights on Founder and Private Placement shares.
• Target Sector Focus: Assess the feasibility of the Company's stated focus on Asia-Pacific and EMEA targets given current geopolitical tensions in those regions.