Business Context and Reporting Period
Company: Stonebridge Acquisition II Corp (SPAC)
Reporting Period: Fiscal year ended December 31, 2025
Status: The Company is a Cayman Islands exempted company formed to effect a business combination. As of the filing date, it has not selected a specific target. It is classified as an emerging growth company and a smaller reporting company.
Key Event: The Company consummated its Initial Public Offering (IPO) on October 1, 2025, selling 5,750,000 units at $10.00 per unit, including the full exercise of the underwriter's over-allotment option.
Key Financial Metrics
| Metric | Value (Year Ended Dec 31, 2025) |
|---|---|
| Net Income | $302,325 |
| Operating Expenses | $250,690 (General and Administrative) |
| Non-Operating Income | $552,957 (Interest and Dividend income from Trust Account) |
| Cash (Outside Trust) | $503,830 |
| Trust Account Balance | $58,048,399 |
| Total Assets | $58,639,061 |
| Total Liabilities | $45,683 |
| Shares Outstanding (Class A) | 6,133,750 (5,750,000 Public + 383,750 Private/Rep) |
| Shares Outstanding (Class B) | 1,916,667 (Founder Shares) |
Material Changes vs. Prior Period
- Revenue Generation: The Company had no operating revenue in the prior period (inception to Dec 31, 2024) and continues to have none. Income is derived solely from interest and dividends on Trust Account investments.
- Profitability: The Company moved from a net loss of $7,567 in the prior period to a net income of $302,325 for the year ended December 31, 2025, driven by significant dividend income ($548,399) from the Trust Account.
- Liquidity: Cash outside the Trust Account increased from $1,908 to $503,830 following the IPO proceeds.
- Capital Structure: The Company completed its IPO and a concurrent Private Placement of 153,750 units, raising gross proceeds of $59,037,500 combined. $57,500,000 was deposited into the Trust Account.
Outlook, Risks, and Management Commentary
- Completion Window: The Company has 18 months from the IPO closing (until April 1, 2027) to consummate a business combination. This can be extended twice by three months each (up to 24 months total) if the Sponsor deposits $575,000 per extension into the Trust Account.
- Target Focus: Management intends to focus on international businesses in the APAC and EMEA regions within the Ecommerce, Fintech, SaaS, Renewable Energy, Mining, and IT verticals.
- Going Concern: The independent auditor has expressed substantial doubt about the Company's ability to continue as a going concern. The Company has not commenced operations and relies on the completion of a business combination to generate operating revenue.
- Risks: Key risks include the inability to find a suitable target, the potential for public shareholders to redeem shares (reducing cash available for the transaction), and the possibility that the Trust Account could be subject to creditor claims, potentially reducing the redemption value below $10.00 per share.
- Subsequent Events: On February 5, 2026, the Sponsor transferred 100,000 Founder Shares to four independent directors as a one-time equity grant.
Investor Verification Checklist
- Trust Account Integrity: Verify that the $58,048,399 in the Trust Account is held in U.S. government treasury obligations or money market funds as disclosed.
- Extension Funding: Confirm the Sponsor's financial capacity to fund the $575,000 per extension loan if the 18-month deadline is not met.
- Redemption Rights: Review the specific terms regarding the 15% redemption limit for shareholders holding "Excess Shares" if a shareholder vote is required.
- Related Party Transactions: Monitor the $10,000 monthly administrative fee paid to the Sponsor's affiliate and any potential working capital loans.
- Target Selection: Assess the progress of the search for a target business given the 18-month deadline and the competitive SPAC market environment.