Form F-4/A - Registration of securities, foreign private issuers, business combinations: [Amend]
01 November 2023 - 12:55PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange
Commission on October 31, 2023.
Registration No. 333-272915
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
FORM F-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
StoneBridge Acquisition Corporation*
(Exact name of registrant as specified in its
charter)
Cayman Islands |
6770 |
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
One World Trade Center
Suite 8500
New York, New York 10007
Tel: (646) 314-3555
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
Prabhu Antony
One World Trade Center
Suite 8500
New York, New York 10007
Tel: (646) 314-3555
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Michael J. Blankenship |
Rajiv Khanna |
Winston & Strawn LLP |
Kelvin Kesse |
800 Capitol Street, Suite 2400 |
Norton Rose Fulbright US LLP |
Houston, Texas 77002-2925 |
1301 Avenue of the Americas |
Tel: (713) 651-2600 |
New York, New York 10019-6022 |
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Tel: (212) 318-3000 |
Approximate date of commencement
of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective.
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
If applicable, place an X in the
box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border
Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party
Tender Offer) ¨
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company x
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of
the Securities Act. ¨
† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S.
Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
* | Upon the closing of the business combination referred to in the proxy statement/prospectus
within this registration statement, the name of the registrant is expected to change to DigiAsia
Corp. |
EXPLANATORY NOTE
StoneBridge Acquisition Corporation is filing
this Amendment No. 4 to its Registration Statement on Form F-4 (File No. 333-272915) (the “Registration
Statement”) as an exhibits-only filing. Accordingly, this Amendment No. 4 to the Registration Statement consists only of
the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the
Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been
omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
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Incorporated by Reference |
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Schedule/ |
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File |
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Exhibit |
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Description |
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Form |
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Number |
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Exhibits |
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Filing
Date |
2.1† |
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Business Combination Agreement dated as of January 5,
2023, by and among StoneBridge Acquisition Corporation, StoneBridge Acquisition Pte. Ltd., DigiAsia Bios Pte. Ltd. and Prashant Gokarn. |
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Form 8-K |
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001-40613 |
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2.1 |
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January 12, 2023 |
2.2 |
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First Amendment to Business Combination Agreement dated
as of June 22, 2023, by and among StoneBridge Acquisition Corporation, StoneBridge Acquisition Pte. Ltd., DigiAsia Bios Pte.
Ltd. and Prashant Gokarn. |
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Form 8-K |
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001-40613 |
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2.1 |
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June 23, 2023 |
3.1# |
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Second Amended and Restated Memorandum and Articles
of Association of PubCo upon completion of the Business Combination (included as Annex B to the proxy statement/ prospectus) |
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3.2 |
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Amended and Restated Memorandum and Articles of Association
of StoneBridge |
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Form S-1/A |
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333-253641 |
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3.2 |
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June 28, 2021 |
3.3 |
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Amendment to the Amended and Restated Memorandum and
Articles of Association of StoneBridge |
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Form 8-K/A |
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001-40613 |
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3.1 |
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January 27, 2023 |
3.4 |
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Amendment to the Amended and Restated Memorandum and
Articles of Association of StoneBridge |
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Form 8-K |
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001-40613 |
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3.1 |
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July 24, 2023 |
4.1 |
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Warrant Agreement dated July 15, 2021 between
StoneBridge and Continental Stock Transfer & Trust Company. |
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Form 8-K |
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001-40613 |
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4.1 |
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July 20, 2021 |
4.2 |
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Specimen Ordinary Class A Share Certificate of
StoneBridge |
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Form S-1/A |
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333-253641 |
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4.2 |
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March 23, 2021 |
4.3 |
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Specimen Warrant Certificate of StoneBridge |
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Form S-1/A |
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333-253641 |
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4.3 |
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March 23, 2021 |
4.4 |
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Specimen Unit Certificate |
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Form S-1/A |
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333-253641 |
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4.1 |
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March 23, 2021 |
4.5# |
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Specimen Class A ordinary share of PubCo |
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5.1# |
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Opinion of Conyers Dill & Pearman LLP as to
validity of the PubCo Ordinary Shares. |
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Incorporated by Reference |
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Schedule/ |
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File |
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Exhibit |
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Description |
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Form |
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Number |
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Exhibits |
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Filing Date |
10.1 |
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Letter Agreement dated July 15, 2021 between StoneBridge and Cantor Fitzgerald & Company. |
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Form 8-K |
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001-40613 |
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10.1 |
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July 20, 2021 |
10.2 |
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Investment Management Trust Agreement dated July 15, 2021 between StoneBridge and Continental Stock Transfer & Trust Company. |
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Form 8-K |
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001-40613 |
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10.2 |
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July 20, 2021 |
10.3 |
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Registration Rights Agreement dated July 15, 2021 between StoneBridge and the Sponsor, Cantor Fitzgerald & Company and Odeon Capital Group, LLC. |
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Form 8-K |
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001-40613 |
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10.3 |
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July 20, 2021 |
10.4 |
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Private Placement Warrants Purchase Agreement dated July 15, 2021, between StoneBridge and the Sponsor. |
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Form 8-K |
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001-40613 |
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10.4 |
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July 20, 2021 |
10.5 |
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Private Placement Warrants Purchase Agreement dated July 15, 2021, between StoneBridge and Cantor Fitzgerald & Company and Odeon Capital Group, LLC. |
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Form 8-K |
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001-40613 |
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10.5 |
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July 20, 2021 |
10.6 |
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Administrative Services Agreement dated July 15, 2021, between StoneBridge and the Sponsor. |
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Form 8-K |
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001-40613 |
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10.6 |
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July 20, 2021 |
10.7 |
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Promissory Note dated February 5, 2021, issued by StoneBridge in favor of the Sponsor. |
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Form S-1/A |
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333-253641 |
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10.1 |
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February 26, 2021 |
10.8 |
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Securities Subscription Agreement, dated February 5, 2021, between StoneBridge and the Sponsor |
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Form S-1/A |
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333-253641 |
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10.5 |
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June 28, 2021 |
10.9 |
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Form of Indemnity Agreement by and among StoneBridge and its directors and officers. |
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Form S-1/A |
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333-253641 |
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10.8 |
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June 28, 2021 |
10.10 |
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Registration Rights Agreement dated as of January 5, 2023, among StoneBridge, DigiAsia and the DigiAsia shareholders party thereto. |
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Form 8-K |
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001-40613 |
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10.3 |
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January 11, 2023 |
10.11 |
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Sponsor Support Agreement dated as of January 5, 2023, between the Sponsor and DigiAsia. |
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Form 8-K |
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001-40613 |
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10.1 |
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January 11, 2023 |
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Incorporated by Reference |
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Schedule/ |
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File |
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Exhibit |
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Description |
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Form |
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Number |
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Exhibits |
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Filing
Date |
10.12 |
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Form of Lock-Up Letter Agreement dated January 5,
2023, between StoneBridge and the shareholders of DigiAsia party thereto. |
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Form 8-K |
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001-40613 |
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10.4 |
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January 11, 2023 |
10.13# |
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PubCo 2023 Omnibus Incentive Plan (included as Annex
C to the proxy statement/prospectus). |
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10.14# |
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Form of Earnout Escrow Agreement, among StoneBridge,
the Management Representative, the Sponsor and Continental Stock Transfer & Trust Company. |
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10.15 |
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Form of Director Nomination Agreement between
StoneBridge, the Sponsor and Alexander Rusli. |
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Form 8-K |
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001-40613 |
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10.5 |
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January 11, 2023 |
10.16# |
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Form of PubCo Indemnification Agreement. |
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10.17# |
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Amended and Restated Convertible Loan Agreement between
DigiAsia Bios Pte. Ltd. and PT DigiAsia Bios, dated March 2, 2020. |
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10.18# |
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Convertible Loan Agreement between DigiAsia Bios Pte.
Ltd. and PT DigiAsia Bios, dated March 2, 2020. |
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10.19# |
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Technology Cooperation Agreement, dated June 2,
2020 |
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10.20# |
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First Addendum to Technology Cooperation Agreement |
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10.21# |
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Second Addendum to Technology Cooperation Agreement |
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10.22# |
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Novation Agreement, dated January 1, 2022, relating
to the Technology Cooperation Agreement dated June 2, 2020 |
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21.1# |
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List of Subsidiaries of StoneBridge. |
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23.1# |
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Consent of Marcum LLP, independent registered accounting
firm for StoneBridge. |
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23.2# |
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Consent of BDO India LLP, independent registered accounting
firm for DigiAsia. |
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23.3# |
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Consent of Conyers Dill & Pearman LLP (included
as part of Exhibit 5.1). |
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* | To
be filed by amendment. |
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† | Certain exhibits and schedules to this Exhibit have been
omitted in accordance with Regulation S-K Item 601(a)(5). StoneBridge agrees to furnish supplementally
a copy of all omitted exhibits and schedules to the SEC upon its request. |
++ | Certain confidential
portions (indicated by brackets and asterisks) have been omitted from this exhibit. |
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on October 31, 2023.
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StoneBridge Acquisition Corporation |
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By: |
/s/ Bhargav Marepally |
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Name: Bhargav Marepally |
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Title: Chief Executive Officer |
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
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Title |
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Date |
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/s/ Bhargav Marepally |
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Chief Executive Officer and Director |
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October 31, 2023 |
Bhargav Marepally |
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(Principal Executive Officer) |
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/s/ Prabhu Antony |
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President and Director |
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October 31, 2023 |
Prabhu Antony |
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(Principal Financial and Accounting Officer) |
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* |
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Director |
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October 31, 2023 |
Sylvia Barnes |
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* |
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Director |
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October 31, 2023 |
Shamla Naidoo |
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* |
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Director |
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October 31, 2023 |
Richard Saldanha |
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* |
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Director |
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October 31, 2023 |
Jeff Najarian |
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* |
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Director |
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October 31, 2023 |
Naresh Kothari |
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*By: |
/s/ Bhargav Marepally |
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Bhargav Marepally |
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Attorney-in-fact |
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Exhibit 99.7
Consent to be Named as a Director
I hereby
consent to serve as a director of Stone Bridge Acquisition Corporation/DigiAsia Corp. (the “Company”), if elected as
such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the
Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto
and any prospectus and/or proxy statement contained therein.
Date: October 31, 2023
Name: Dr. Andreas Gregori
Signature: | /s/
Andreas Gregori |
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Exhibit 99.8
Consent to be Named as a Director
I hereby consent to serve as a director of StoneBridge Acquisition
Corporation/DigiAsia Corp. (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director
of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments
and post-effective amendments or supplements thereto and any prospectus and/or proxy statement contained therein.
Date: October 31, 2023
Name: Rudiantara
Signature: |
/s/ Rudiantara |
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