false 0001844981 00-0000000 0001844981 2023-12-19 2023-12-19 0001844981 APAC:UnitMember 2023-12-19 2023-12-19 0001844981 us-gaap:CommonClassAMember 2023-12-19 2023-12-19 0001844981 us-gaap:WarrantMember 2023-12-19 2023-12-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): December 19, 2023

 

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:

 

¨  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 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On June 21, 2023, StoneBridge Acquisition Corporation, a Cayman Islands exempted company limited by shares (the “Company”) received a written notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the market value of its listed securities had been below the minimum $35,000,000 required for continued listing as set forth in Listing Rule 5550(b)(2) (the “Rule”) for the previous 30 consecutive trading days. In accordance with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until December 18, 2023, to regain compliance with the Rule (the “Compliance Period”).

 

However, on December 19, 2023, the Company received written notice (the “Delisting Letter”) from Nasdaq that the 180 calendar days had passed and that the Company had not regained compliance with the Rule within the Compliance Period. According to the Delisting Letter, unless the Company requests an appeal of this determination, the Company’s securities will be delisted from The Nasdaq Capital Market, trading of the Company’s ordinary shares will be suspended at the opening of business on December 28, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq. The Company fully intends to appeal such determination by requesting a hearing to the Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay both the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision.

 

Forward Looking Statements 

 

This Current Report on Form 8-K (the “Current Report”) includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, that there can be no assurance that the Company will regain compliance with Nasdaq Listing Rule 5550(b)(2) in the future, or otherwise meet Nasdaq compliance standards, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this Current Report speak only as of the date of this Current Report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events, or circumstances after the date of this report, unless required by law.

 

 

 

 

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: December 22, 2023

 

 

 

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