Business Context and Reporting Period
Company: Stonebridge Acquisition II Corp (SPAC)
Reporting Period: Quarter ended September 30, 2025
Status: Pre-IPO blank check company incorporated in the Cayman Islands. The company was formed to effect a business combination with one or more target businesses, focusing on sectors such as E-commerce, Fintech, SaaS, Renewable Energy, Mining, and IT within the Asia-Pacific and EMEA regions.
Key Event: The Initial Public Offering (IPO) was consummated on October 1, 2025, immediately following the reporting period. The registration statement was declared effective on September 30, 2025.
Key Financial Metrics
| Metric | Three Months Ended Sept 30, 2025 | Nine Months Ended Sept 30, 2025 |
|---|---|---|
| Revenue | $0 | $0 |
| Operating Expenses | $46,434 | $58,434 |
| Net Loss | $(46,415) | $(58,376) |
| Cash Balance (End of Period) | $1,791 | |
| Working Capital Deficit | $(486,175) | |
| Total Assets | $501,117 | |
| Total Liabilities | $542,060 | |
| Debt (Promissory Note - Related Party) | $172,272 |
Material Changes vs. Prior Period
- Expense Growth: Operating expenses increased significantly from $5,589 in the three months ended September 30, 2024, to $46,434 in the same period in 2025, reflecting costs associated with the preparation for the IPO.
- Liabilities: Current liabilities rose from $71,205 as of December 31, 2024, to $542,060 as of September 30, 2025. This increase is primarily driven by accounts payable ($369,788) and the related-party promissory note ($172,272).
- Equity Position: Shareholders' equity shifted from a positive balance of $17,433 at year-end 2024 to a deficit of $(40,943) due to accumulated operating losses.
- Share Structure: As of September 30, 2025, 1,916,667 Class B ordinary shares (Founder Shares) were outstanding. No Class A shares were issued until the IPO closing on October 1, 2025.
Outlook, Management Commentary, and Risks
Subsequent Events (Post-Period)
On October 1, 2025, the company consummated its IPO of 5,750,000 Units (including full over-allotment) at $10.00 per unit, generating gross proceeds of $57,500,000. Simultaneously, a private placement of 153,750 units was completed for $1,537,500.
Trust Account: $57,500,000 was deposited into a Trust Account. Funds are invested in U.S. government treasury obligations or money market funds.
Transaction Costs: Total transaction costs were $3,063,880, including $287,500 in cash underwriting commissions and $2,300,000 in fair value of Representative Shares issued to the underwriter.
Guidance and Liquidity
The company has 18 months from the IPO closing (extendable to 24 months) to complete a business combination. If not completed, the company will liquidate and redeem public shares. Management believes post-IPO proceeds are sufficient to fund working capital needs for the next 12 months.
Risks and Contingencies
- Going Concern: Prior to the IPO, the company had a working capital deficit and minimal cash. Liquidity was dependent on the successful completion of the IPO and related-party loans.
- Geopolitical Risks: The filing highlights risks related to the Russia-Ukraine conflict and Israel-Hamas conflict, which could impact global markets and the ability to find a target.
- Extension Fees: To extend the combination period, the Sponsor must deposit $575,000 ($0.10 per share) into the Trust Account for each three-month extension.
Investor Verification Checklist
- IPO Closing Confirmation: Verify the final closing details and the exact amount held in the Trust Account ($57,500,000) via the Form 8-K filed October 7, 2025.
- Related Party Note Settlement: Confirm the repayment or conversion of the $172,272 promissory note owed to the Sponsor, which was adjusted against private placement proceeds post-period.
- Founder Share Forfeiture: Verify that the 250,000 Founder Shares subject to forfeiture were retained due to the full exercise of the over-allotment option.
- Extension Terms: Review the specific terms regarding the Sponsor's obligation to fund the Trust Account for extensions ($575,000 per 3 months).
- Target Search Progress: Monitor future filings for any substantive discussions with potential business combination targets, as none existed as of September 30, 2025.