UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
StoneBridge Acquisition Corporation (the “Company,” “we”, “our” or “us”) filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Q3 2021 Form 10-Q”) with the U.S. Securities and Exchange Commission on November 23, 2021, which included in their respective unaudited condensed balance sheets / condensed statements of operations / condensed statements of changes in shareholders’ deficit (the “Financial Statements”) errors relating to derivative financial instruments (specifically the option granted to the underwriters to purchase an additional amount of the Company’s units for 45 days after the initial public offering) and the realized loss incurred on private warrant issuance at the time of IPO.
The Company’s management and audit committee of the board of directors (the “Audit Committee”) have determined that the Financial Statements should no longer be relied upon due to the error contained therein relating to the incorrect accounting treatment of the derivative financial instruments and the issuance of private warrants, as described above.
As a result of the foregoing, on April 11, 2022, the Company’s management, together with the Audit Committee, determined that the September 30, 2021 Form 10-Q should be amended and restated to correct such error.
The Company’s management has concluded that in light of the error described above, a material weakness exists in the Company’s internal control over financial reporting related to the Company’s accounting and valuation for complex financial instruments and that, because of this material weakness, the Company’s disclosure controls and procedures were not effective as of September 30, 2021. The Company’s remediation plan with respect to such material weakness will be described in more detail in the amended Q3 2021 Form 10-Q.
The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.
The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm.
Refer to the following “Restated unaudited condensed statements of operations” chart for additional information as to the accounting impact of these adjustments to the Company’s Financial Statements as of September 30, 2021:
| As of September 30, 2021 | As Reported | Adjustment | As Adjusted | |||||||||
| Condensed statements of operations for the three months ended September 30, 2021 | ||||||||||||
| Change in fair value of derivative liability | $ | - | $ | 190,208 | $ | 190,208 | ||||||
| Fair value in excess of sale of private warrants | - | (1,000,000 | ) | (1,000,000 | ) | |||||||
| Total other income (expense) | 9,613,041 | (809,792 | ) | 8,803,249 | ||||||||
| Net Income | 9,200,111 | (809,792 | ) | 8,390,319 | ||||||||
| Weighted average shares outstanding of Class A ordinary share | 15,824,176 | - | 15,824,176 | |||||||||
| Basic and diluted net income per Class A ordinary share | 0.44 | (0.04 | ) | 0.40 | ||||||||
| Weighted average shares outstanding of Class B ordinary share | 5,156,593 | (156,593 | ) | 5,000,000 | ||||||||
| Basic and diluted net income per Class B ordinary share | 0.44 | (0.04 | ) | 0.40 | ||||||||
| Condensed statements of operations for the period February 2, 2021 (inception) through September 30, 2021 | ||||||||||||
| Change in fair value of derivative liability | - | 190,208 | 190,208 | |||||||||
| Fair value in excess of sale of private warrants | - | (1,000,000 | ) | (1,000,000 | ) | |||||||
| Total other income (expense) | 9,613,041 | (809,792 | ) | 8,803,249 | ||||||||
| Net Income | 9,192,691 | (809,792 | ) | 8,382,899 | ||||||||
| Weighted average shares outstanding of Class A ordinary share | 6,000,000 | - | 6,000,000 | |||||||||
| Basic and diluted net income per Class A ordinary share | 0.79 | (0.03 | ) | 0.76 | ||||||||
| Weighted average shares outstanding of Class B ordinary share | 5,665,625 | (665,625 | ) | 5,000,000 | ||||||||
| Basic and diluted net income per Class B ordinary share | 0.79 | (0.03 | ) | 0.76 | ||||||||
| Condensed statements of changes in shareholders' deficit statement for the period February 2, 2021 (inception) through September 30, 2021 | ||||||||||||
| Sale of private warrants under fair value | (1,000,000 | ) | (1,000,000 | ) | - | |||||||
| Net Income | 9,200,111 | (809,792 | ) | 8,390,319 | ||||||||
| Remeasurement for Class A ordinary shares to redemption value | (25,598,344 | ) | (190,208 | ) | (25,788,552 | ) | ||||||
| Total shareholders’ deficit | (17,405,153 | ) | - | (17,405,153 | ) | |||||||
SIGNATURE
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 CORPORATION | |||
| Dated: April 13, 2022 | |||
| By: | /s/ Bhargava Marepally | ||
| Name: | Bhargava Marepally | ||
| Title: | Chief Executive Officer | ||
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