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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 is incorporated by reference in this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 20, 2023, StoneBridge Acquisition Corporation, a Cayman Islands exempted company, limited by shares (the “Company” or “StoneBridge”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 19,529,339 ordinary shares, comprised of 14,529,339 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and 5,000,000 Class B ordinary shares, par value $0.0001 per share (together with Class A Ordinary Shares, the “Ordinary Shares”), were present in person or by proxy, representing approximately 78.12% of the voting power of the 25,000,000 issued and outstanding ordinary shares of StoneBridge (“Outstanding Shares”) entitled to vote at the Extraordinary General Meeting as of the close of business on January 9, 2023, which was the record date for the Extraordinary General Meeting.
In connection with the Extraordinary General Meeting, shareholders properly elected to redeem an aggregate of 16,988,575 Class A Ordinary Shares at a redemption price of $10.31 per share (the “Redemption”), for an aggregate redemption amount of approximately $175,152,208.25. Following such redemptions, approximately $206,426,483.43 will remain in the StoneBridge trust account (the “Trust Account”), not including the Extension Payment of $150,000 made by the Sponsor, as described below.
At the Extraordinary General Meeting, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”) to give the Company the right to extend the date by which it has to consummate a business combination from January 20, 2023 up to 6 times for an additional one (1) month each time up to July 20, 2023 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering) (such proposal, the “Extension Amendment Proposal”).
The following is a tabulation of the votes with respect to the Extension Amendment Proposal, which was approved by the Company’s shareholders:
| Ordinary Shares Votes For |
Ordinary Shares Votes Against |
Ordinary Shares Abstentions |
|||
| 19,407,882 | 302 | 121,155 |
A copy of the Extension Amendment as adopted on January 20, 2023 by special resolution of the shareholders is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
As a result of the approval of the Extension Amendment Proposal, the Company’s sponsor (or one or more of its affiliates or third-party designees) (the “Sponsor”) has made a deposit (the “Extension Payment”) into the Trust Account in the amount of $150,000, which was equal to $0.05 for each Class A Ordinary Share outstanding after giving effect to the Redemption in an amount not to exceed $150,000, in exchange for a non-interest bearing, unsecured promissory note issued by StoneBridge to the Sponsor that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside the trust account to do so.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit | Description | |
| 3.1 | Amendment to the Amended and Restated Memorandum and Articles of Association of StoneBridge Acquisition Corporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 Corporation | ||
| By: | /s/ Bhargava Marepally | |
| Name: | Bhargava Marepally | |
| Title: | Chief Executive Officer | |
Date: January 23, 2023