UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 2, 2024
StoneBridge Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40613 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One World Trade Center
Suite 8500
New York, NY 10007
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (646) 314-3555
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant | APACU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares par value $0.0001 per share | APAC | The Nasdaq Stock Market LLC | ||
| Warrants, each exercisable for one Class A ordinary share for $11.50 per share | APACW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement
Business Combination Agreement
On January 5, 2023, StoneBridge Acquisition Corporation, a Cayman Islands exempted company, limited by shares (“StoneBridge”) entered into a business combination agreement (as amended by that certain Amendment No. 1 to the Business Combination Agreement dated June 22, 2023, and Amendment No. 2 to the Business Combination Agreement, dated December 28, 2023, and as it may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with StoneBridge Acquisition Pte. Ltd., a Singapore private company limited by shares, with company registration number 202239721R and a direct wholly owned subsidiary of Stonebridge (“Amalgamation Sub”), DigiAsia Bios Pte. Ltd., a Singapore private company limited by shares, with company registration number 201730295C (“DigiAsia”), and Prashant Gokarn (the “Management Representative”), solely in his capacity as the Management Representative.
On April 2, 2024, parties to the Business Combination Agreement entered into Amendment No. 3 to the Business Combination Agreement (the “Amendment”) pursuant to which the parties agreed to waive the minimum cash condition and payment of expenses and amend amalgamation closing conditions and the release of earnout shares. The business combination was subsequently completed on April 2, 2024.
The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.
Forward-Looking Statements
All statements contained in this Current Report on Form 8-K other than statements of historical facts, contains certain statements that are forward-looking statements. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “may” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean a statement is not forward looking. Indications of, and guidance or outlook on, future earnings, dividends or financial position or performance are also forward-looking statements.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Most of these factors are outside StoneBridge’s and DigiAsia’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Business Combination Agreement; (ii) the outcome of any legal proceedings that may be instituted against StoneBridge and DigiAsia following the announcement of the Business Combination Agreement and the transactions contemplated therein; (iii) the continued impact of the COVID-19 pandemic on DigiAsia’s business and/or the ability of the parties to complete the proposed transactions; (iv) the inability to maintain the listing of shares on the Nasdaq Stock Market following the proposed transactions; (v) changes in applicable laws or regulations; and (vi) the possibility that DigiAsia or StoneBridge may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in StoneBridge’s most recent filings with the SEC, including StoneBridge’s registration statement, filed with the SEC on April 1, 2024. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained herein. All subsequent written and oral forward-looking statements concerning StoneBridge or DigiAsia, the transactions described herein or other matters attributable to StoneBridge, DigiAsia or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each of StoneBridge and DigiAsia expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit | Description | |
| 2.1 | Amendment No. 3 to Business Combination Agreement dated as of April 2, 2024, by and among StoneBridge Acquisition Corporation, StoneBridge Acquisition Pte. Ltd., DigiAsia Bios Pte. Ltd. and Prashant Gokarn | |
| 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/ Bhargav Marepally | |
| Name: | Bhargav Marepally | |
| Title: | Chief Executive Officer | |
Date: April 8, 2024
Exhibit 2.1
THIRD Amendment AND WAIVER to BUSINESS COMBINATION AGREEMENT
This Third Amendment and Waiver to Business Combination Agreement (this “Amendment”), dated as of April 2, 2024, is entered into by and among StoneBridge Acquisition Corporation, a Cayman Islands exempted company limited by shares (“Acquiror”), StoneBridge Acquisition Pte. Ltd., a Singapore private company limited by shares, with company registration number 202239721R and a direct wholly owned subsidiary of Acquiror (“Amalgamation Sub”), DigiAsia Bios Pte. Ltd., a Singapore private company limited by shares, with company registration number 201730295C (the “Company”), and Prashant Gokarn (the “Management Representative”), solely in his capacity as the Management Representative pursuant to the designation in Section 11.16 of the Business Combination Agreement (as defined below). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Business Combination Agreement.
RECITALS
WHEREAS, Acquiror, Amalgamation Sub and the Company are parties to that certain Business Combination Agreement, dated as of January 5, 2023 (as amended by that certain First Amendment to Business Combination Agreement dated June 22, 2023 and that certain Second Amendment to Business Combination Agreement dated December 28, 2023, the “Business Combination Agreement”);
WHEREAS, Section 11.10 of the Business Combination Agreement provides that the Business Combination Agreement may be amended or modified in whole or in part only by a duly authorized agreement in writing executed by each of the parties thereto in the same manner as the Business Combination Agreement and which makes reference to the Business Combination Agreement; and
WHEREAS, Acquiror, Amalgamation Sub and the Company desire to amend the Business Combination Agreement pursuant to Section 11.10 thereof as set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth in this Amendment, and intending to be legally bound hereby, Acquiror, Amalgamation Sub and the Company agree as follows:
1. Amendment of Section 2.03. Section 2.03 of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
“Closing. Subject to the terms and conditions of this Agreement, the closing of the Amalgamation (the “Closing”) shall take place electronically through the exchange of documents via e-mail or facsimile on the date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof). The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, the Company and Amalgamation Sub shall execute and cause to be lodged with ACRA, the Amalgamation Proposal (substantially in the form of attached hereto as Exhibit A) (the “Amalgamation Proposal”), the Other Amalgamation Documents and such other documents as may be required in accordance with the applicable provisions of the Singapore Companies Act or by any other applicable Law (together with the Amalgamation Proposal and the Other Amalgamation Documents, the “Amalgamation Documents”) to make the Amalgamation effective no later than 10:00 AM Singapore Standard Time on the Closing Date (such time being the “Effective Time”) (which, for the avoidance of doubt, shall be the date set forth in the notice of amalgamation confirming the Amalgamation under section 215F of the Singapore Companies Act issued by ACRA).”
2. Amendment of Section 3.01(c)(ii). Section 3.01(c)(ii) of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
“(ii) in consideration thereof, the Acquiror shall issue the Per Share Amalgamation Consideration to the respective Company Shareholder (or its designee).”
3. Amendment of Section 3.06(c). Section 3.06(c) of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
“(c) Release of Earnout Shares. The Earnout Shares shall be released and delivered as follows:
(i) Two Million Five Hundred Thousand (2,500,000) Earnout Shares will be released from the Earnout Escrow Account and distributed to each member of the Management Group in the proportion set forth on Schedule 3.06 in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent if the total revenue achieved by the Company equals or exceeds USD $25,000,000 for any fiscal quarter;
(ii) Two Million Five Hundred Thousand and One (2,500,001) Earnout Shares will be released from the Earnout Escrow Account and distributed to each member of the Management Group in the proportion set forth on Schedule 3.06 in accordance with Section 3.06(b)(ii) upon receipt of the applicable Release Notice by the Earnout Escrow Agent if the total revenue achieved by the Company meets or exceeds USD $30,000,000 for any fiscal quarter; and
(iii) notwithstanding anything to the contrary contained herein, if the conditions set forth in either Section 3.06(ii) or (iii) have not been satisfied following the fifth (5th) anniversary of the Closing Date, any Earnout Shares remaining in the Earnout Escrow Account shall be automatically released to PubCo for cancellation and the members of the Management Earnout Group shall not have any right to receive such Earnout Shares or any benefit therefrom.
4. Amendment of Section 3.08. With effect from and after the date hereof, the Company and Acquiror hereby waives the Payment of Expenses contained in Section 3.08 (a) and (b) of the Business Combination Agreement.
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5. Amendment to Schedule 3.06. Schedule 3.06 of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
“Schedule 3.06
Management Earnout Group
1. Prashant Gokarn – 39.4%.
2. Alexander Rusli – 39.4%.
3. Subir Lohani – 21.2%.”
6. Waiver of Minimum Cash Condition. With effect from and after the date hereof, the Company hereby waives the Minimum Cash Condition contained in Section 9.03(i) of the Business Combination Agreement.
7. No Further Amendment. Except as expressly and specifically set forth herein, the Business Combination Agreement is not otherwise being amended, modified or supplemented and all terms and provisions of the Business Combination Agreement are and shall remain in full force and effect in accordance with its terms and nothing contained herein or in any other communication prior to the execution and delivery hereof shall be construed as a waiver by, or consent from, any party to the Business Combination Agreement of any condition, any covenant or other provision of the Business Combination Agreement.
8. Governing Law; Jurisdiction; Waiver of Trial by Jury. The provisions of Sections 11.06 (Governing Law) and 11.12 (Dispute Resolution) of the Business Combination Agreement are hereby incorporated by reference as if set forth in full herein and shall apply hereto mutatis mutandis.
9. Captions; Counterparts. The captions in this Amendment are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Amendment. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered as of the date first written above.
STONEBRIDGE ACQUISITION CORPORATION | |||
| By: | /s/ Bhargava Marepally | ||
| Name: | Bhargava Marepally | ||
| Title: | Chief Executive Officer | ||
| STONEBRIDGE ACQUISITION PTE. LTD. | |||
| By: | /s/ Bhargava Marepally | ||
| Name: | Bhargava Marepally | ||
| Title: | Director | ||
| DIGIASIA BIOS PTE. LTD. | |||
| By: | /s/ Prashant Gokarn | ||
| Name: | Prashant Gokarn | ||
| Title: | Co-Chief Executive Officer | ||
Signature Page – Third Amendment and Waiver to Business Combination Agreement
| MANAGEMENT REPRESENTATIVE | ||
| /s/ Prashant Gokarn | ||
| Name: | Prashant Gokarn | |
| Title: | Management Representative | |
Signature Page – Third Amendment and Waiver to Business Combination Agreement