Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Stonebridge Acquisition II Corp, a Cayman Islands-based special purpose acquisition company (SPAC). The report date is September 30, 2025, with the IPO closing on October 1, 2025. The Company is an emerging growth company listed on The Nasdaq Capital Market under the symbols APACU (Units), APAC (Class A Ordinary Shares), and APACR (Rights).
Key Financial Metrics
- Gross Proceeds from IPO: $57,500,000 from the sale of 5,750,000 Units at $10.00 per Unit (including 750,000 units from the full exercise of the underwriters' over-allotment option).
- Private Placement Proceeds: $1,537,500 from the sale of 153,750 Private Units at $10.00 per unit.
- Total Funds in Trust: $57,500,000 (net of transaction expenses and working capital) was placed in the trust account with Continental Stock Transfer & Trust Company.
- Underwriting Compensation: 230,000 Class A Ordinary Shares issued to the underwriter's designee (Representative Shares).
- Founder Shares: The Sponsor owns 1,091,667 founder shares (Class B Ordinary Shares) following forfeitures and sales to at-risk capital investors. At-risk capital investors purchased 825,000 founder shares for approximately $10,760.
- Debt and Liquidity: The filing does not provide specific debt figures or a balance sheet; liquidity is primarily derived from the trust account and working capital retained outside the trust.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company following the IPO. Key structural changes include:
- Capital Structure: Issuance of 5,750,000 public Units and 153,750 Private Units.
- Shareholder Base: Introduction of public shareholders and at-risk capital investors alongside the Sponsor.
- Board Composition: Appointment of Richard Saldanha, Joel Huffman, and Roshan Boodhoo as independent directors effective September 30, 2025.
- Founder Share Adjustment: Reduction of Sponsor founder shares from 1,916,667 to 1,091,667 due to forfeitures and sales to third-party investors.
Guidance, Outlook, and Risks
- Outlook: The Company intends to complete an initial business combination. Funds in the trust account are restricted until the completion of this combination, a shareholder vote on redemption, or a tender offer.
- Management Commentary: The Company adopted an Amended Charter on September 29, 2025. An audited balance sheet reflecting the IPO proceeds will be filed within four business days of the closing.
- Risks and Contingencies:
- Redemption rights allow public shareholders to withdraw funds if the Company fails to complete a business combination within the specified window.
- Representative Shares are subject to lock-up restrictions for 180 days post-IPO and until the completion of the initial business combination.
- Private Units and founder shares are subject to transfer restrictions until the initial business combination is completed.
Investor Verification Checklist
- Verify the final audited balance sheet to confirm the exact amount of working capital retained outside the trust account versus the $57,500,000 in trust.
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific terms regarding the completion window for the initial business combination.
- Confirm the identity and background of the newly appointed independent directors (Saldanha, Huffman, Boodhoo) and their committee roles.
- Monitor the status of the 230,000 Representative Shares and their lock-up expiration relative to the business combination timeline.
- Check for any subsequent filings regarding the use of interest earned on the trust account for tax or dissolution expenses.