Business Context and Reporting Period
Company: Stonebridge Acquisition II Corp (SPAC)
Reporting Period: Quarter ended March 31, 2026
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 target. The Company consummated its Initial Public Offering (IPO) on October 1, 2025, and is currently in the search phase. It is classified as a shell company, smaller reporting company, and emerging growth company.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Net Income | $387,601 | $20 |
| Trust Account Balance | $58,558,815 | $0 (Pre-IPO) |
| Cash (Operating) | $329,698 | $1,928 |
| Working Capital | $422,164 | N/A |
| Total Liabilities | $51,033 | $0 |
| Operating Expenses | $126,942 | $0 |
| Dividend Income (Trust) | $510,416 | $0 |
Material Changes vs. Prior Period
- Revenue and Income: The Company reported net income of $387,601 for Q1 2026, a significant increase from $20 in Q1 2025. This is driven by $510,416 in dividend income and $4,127 in interest income earned on the Trust Account, which was funded following the October 2025 IPO. Q1 2025 occurred prior to the IPO, resulting in negligible activity.
- Assets: Total assets increased to $59.0 million, primarily due to the $58.6 million held in the Trust Account. In Q1 2025, the Company had no Trust Account assets.
- Equity Structure: As of March 31, 2026, there are 5,750,000 Class A ordinary shares subject to possible redemption and 1,916,667 Class B ordinary shares outstanding. In Q1 2025, the Company had not yet completed its IPO.
- Cash Flow: Net cash used in operating activities was $174,132 in Q1 2026, compared to $6,360 in Q1 2025, reflecting increased administrative costs associated with being a public company.
Outlook, Risks, and Management Commentary
- Completion Window: The Company has until April 1, 2027 (18 months from IPO) 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.
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern within one year if a business combination is not completed, as the Company has no operating revenue and incurs significant costs.
- Risk Factors: The filing highlights geopolitical risks (Russia-Ukraine, Israel-Hamas conflicts) that could disrupt global markets and the Company's ability to find a target. There is no assurance a target will be found or that the combination will be successful.
- Subsequent Event: On May 8, 2026, independent director Richard Saldanha resigned. Consequently, the 25,000 Class B shares granted to him were returned to the Sponsor.
- Related Party Transactions: The Sponsor has waived redemption rights for Founder Shares and Private Placement shares. The Company owes $22,261 to related parties and has a $22 balance on a promissory note from the Sponsor.
Investor Verification Checklist
- Trust Account Yield: Verify the sustainability of the dividend income ($510k in one quarter) and the specific composition of the Trust Account investments (money market funds vs. treasuries).
- Extension Funding: Confirm the Sponsor's financial capacity to fund the $575,000 per quarter extension payments if a deal is not found by April 2027.
- Shareholder Redemption: Monitor the redemption value of Class A shares, which is currently $10.00 plus accrued interest, and the potential impact of mass redemptions on deal viability.
- Target Search Progress: Assess the Company's pipeline for targets in its focus sectors (E-commerce, Fintech, SaaS, Renewable Energy, Mining, IT) within the Asia-Pacific and EMEA regions.
- Director Compensation: Review the vesting conditions of the 100,000 Class B shares granted to independent directors, which vest only upon a successful business combination.