UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2025, the Registration Statement on Form S-1 (File No. 333-286983), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2025 (as amended, the “Registration Statement”), relating to the initial public offering (the “IPO”) of StoneBridge Acquisition II Corporation (the “Company”) was declared effective by the SEC.
On October 1, 2025, the Company consummated the IPO of 5,750,000 units (including 750,000 units issued upon the full exercise of the underwriters’ over-allotment option, the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (each, a “Class A Ordinary Share”), and one right (each, a “Right”), with each one Right entitling the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $57,500,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| ● | An Underwriting Agreement, dated September 30, 2025, by and between the Company and Maxim Group LLC, as representative of the several underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Rights Agreement, dated September 30, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated September 30, 2025 (the “Letter Agreement”), by and between the Company and StoneBridge Acquisition Sponsor II LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated September 30, 2025 (the “Letter Agreement”), by and among the Company, its officers and its directors, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated September 30, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | Registration Rights Agreements, each dated September 30, 2025, by and among the Company, the Sponsor, the Representative, certain third-party investors, none of which are affiliated with the Sponsor, the Company’s officers and directors, the Representative or any other investor (the “third-party investors”), and certain registered persons of the Representative (the “Maxim individuals” and together with the third-party investors, the “at-risk capital investors”), a copy of a form of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | A Units Purchase Agreement, dated September 30, 2025 (the “Sponsor Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | Subscription Agreements, each dated September 30, 2025 (collectively, the “Subscription Agreements”), by and between the Company and each of the at-risk capital investors, a copy of a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated September 30, 2025, by and between the Company and Scieniti LLC, an affiliate of the Sponsor, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
| ● | Indemnity Agreements, dated September 30, 2025 (collectively, the “Indemnity Agreements”), by and between the Company and each director and executive officer of the Company, a copy of form of which is attached as Exhibit 10.8 hereto and incorporated herein by reference. |
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The Company also issued 230,000 Class A Ordinary Shares to the Representative’s designee as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO. The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that the Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative Shares, or subject such Representative Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1), subject to exceptions pursuant to FINRA Rule 5110(e)(2). The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial business combination. In addition, the Representative has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within the period as provided in the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended Charter”).
Item 3.02 Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Sponsor Units Purchase Agreement and Subscription Agreements, as applicable, the Company completed the private sale of an aggregate of 153,750 private placement units (the “Private Units”), consisting of (i) 68,750 Private Units to the Sponsor and (ii) 85,000 Private Units to the at-risk capital investors, which were sold at a purchase price of $10.00 per Private Unit, generating aggregate gross proceeds to the Company of $1,537,500. The Private Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. Additionally, the Sponsor and the at-risk capital investors agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Prior to the IPO, on August 27, 2024, the Sponsor acquired from the Company an aggregate of 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share (the “founder shares”), for an aggregate purchase price of $25,000, or approximately $0.004 per share. Subsequently, in connection with a reduction in the size of the IPO, on April 21, 2025, the 5,750,000 founder shares owned by the Sponsor was adjusted, for no additional consideration, to 1,916,667 founder shares. On September 30, 2025, the Sponsor forfeited an additional 825,000 founder shares, and at-risk capital investors purchased an aggregate of 825,000 founder shares pursuant to the Subscription Agreements (with the Maxim individuals purchasing 215,000 of such founder shares and the third-party investors purchasing 610,000 of such founder shares) at an aggregate purchase price of approximately $10,760, or approximately $0.013 per share, which resulted in the Sponsor owning 1,091,667 founder shares. The founder shares will automatically convert into Class A Ordinary Shares at the time of the Company’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided in the Amended Charter. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the founder shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective upon the commencement of trading of the Units on The Nasdaq Capital Market (“Nasdaq”) on September 30, 2025, Richard Saldanha, Joel Huffman and Roshan Boodhoo became members of the Company’s board of directors (the “Board”).
The Board has determined that each of Messrs Saldanha, Huffman and Boodhoo are independent directors under Nasdaq’s listing standards and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that Mr. Boodhoo qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.
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Messrs Saldanha, Huffman and Boodhoo will each serve as members of the audit committee and compensation committee of the Board, with Mr. Boodhoo serving as chair of the audit committee and Mr. Huffman serving as chair of the compensation committee.
In connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the Company filed, respectively, as Exhibits 10.1 and 10.8, herewith.
Other than as set forth in Item 1.01, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the IPO, the Company adopted its Amended Charter on September 29, 2025. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. The description of the Amended Charter does not purport to be complete and is qualified in its entirety by reference to the Amended Charter, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
A total of $57,500,000 from the proceeds of the offerings of the Units and the sale of the Private Units (net of transaction expenses and working capital) were placed in the trust account with Continental Stock Transfer & Trust Company acting as trustee. An audited balance sheet reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within four business days of the consummation of the IPO.
Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and dissolution expenses, the proceeds from the offerings of the Units and the sale of the Private Units held in the trust account will not be released until the earliest of (a) the completion of the Company’s initial business combination; (b) the redemption of any of the Company’s public shares in connection with any vote on a proposed business combination in accordance with the provisions of the Amended Charter; (c) the repurchase of shares by means of a tender offer pursuant to the Amended Charter (d) the redemption of any of the Company’s public shares in connection with a shareholder vote to amend the Amended Charter (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or redeem 100% of its public shares if the Company does not complete its initial business combination within the completion window, or (ii) with respect to any other provision relating to the rights of the holders of Class A Ordinary Shares or pre-initial business combination activity; and (e) the redemption of all of the Company’s public shares if it is unable to complete its business combination within the completion window.
On September 30, 2025, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.
On October 1, 2025, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.
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Item 9.01 Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| StoneBridge Acquisition II Corporation | ||
| By: | /s/ Bhargav Marepally | |
| Name: | Bhargav Marepally | |
| Title: | Chief Executive Officer | |
| Date: October 3, 2025 | ||
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