Business Context and Reporting Period
Company: Stonebridge Acquisition II Corp (SPAC)
Filing Type: Form 8-K (Current Report)
Report Date: August 10, 2026
Reporting Period: The filing reports on a specific event occurring on August 10, 2026, regarding a waiver of fees retroactive to October 1, 2025.
Key Financial Metrics
This filing does not contain standard financial statements (revenue, profit, cash flow, or debt levels). The only financial metric disclosed relates to an expense waiver:
- Waived Monthly Fee: $10,000 per month for administrative services (office space, utilities, support).
- Waiver Period: Commencing October 1, 2025, through the earlier of the consummation of the initial business combination or the Company's liquidation.
Material Changes
The material change reported is the execution of a Waiver to an existing Administrative Services Agreement with Scieniti LLC (an affiliate of the Company's sponsor).
- Previous Obligation: The Company was obligated to pay $10,000 monthly for administrative services starting September 30, 2025.
- New Obligation: Scieniti LLC has irrevocably waived its right to these fees for all periods from October 1, 2025, onward.
- Impact: This action reduces the Company's operating expenses and preserves cash within the trust or operating accounts until a business combination or liquidation occurs.
Guidance, Outlook, and Risks
Management Commentary: The filing indicates the Company is still in the pre-business combination phase, as the fee waiver is contingent upon the consummation of an initial business combination or liquidation.
Risks and Contingencies: The filing does not explicitly list new risks. The primary contingency noted is the termination of the fee waiver upon the completion of a business combination or liquidation.
Unusual Items: The waiver of fees by a sponsor affiliate is a common practice in SPACs to extend the life of the company or preserve cash, but it is noted as a material definitive agreement modification.
Investor Verification Checklist
- Verify the current status of the Company's search for a target business combination.
- Confirm the total amount of cash preserved due to the fee waiver from October 1, 2025, to the present date.
- Review the full text of the Waiver (Exhibit 10.1) for any conditions or reinstatement clauses not summarized in the 8-K.
- Check for any subsequent filings regarding the liquidation deadline or extension of the business combination period.