APACU StoneBridge Acquisition Corporation

 

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)

 

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 warrant exercisable for one Class A ordinary share, each at an exercise price of  $11.50 per share		APACW		The Nasdaq Stock Market LLC

 

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))

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

On December 19, 2023, StoneBridge Acquisition Corporation (the “Company” or “StoneBridge”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) in connection with the proposed business combination (the “Business Combination”) as described in (i) the business combination agreement, dated as of January 5, 2023 (as amended on June 22, 2023 by First Amendment to Business Combination Agreement, and as may be further amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, 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; and (ii) the Company’s final proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on November 28, 2023 (the “Definitive Proxy Statement/Prospectus”) and mailed to the shareholders of record on or about November 28, 2023.

 

Each proposal (individually a “Proposal” and, collectively, the “Proposals”) voted upon at the Extraordinary General Meeting and the final voting results are indicated below. Each Proposal voted on at the Extraordinary General Meeting is described in detail in the Definitive Proxy Statement/Prospectus.

 

As of the close of business on October 13, 2023, the record date for the Extraordinary General Meeting, there were approximately 7,425,969 ordinary shares outstanding, consisting of (i) 2,425,969 shares of Class A ordinary shares, par value $0.0001 per share and (ii) 5,000,000 shares of Class B ordinary shares, par value $0.0001 per share.

 

A total of 6,554,770 ordinary shares, representing approximately 88.27% of the outstanding ordinary shares entitled to vote, was present in person or by proxy, at Extraordinary General Meeting, constituting a quorum. Capitalized terms used herein that are not otherwise defined have the meaning set forth in the Definitive Proxy Statement/Prospectus.

 

Proposal No. 1 – Business Combination Proposal

 

To approve, by ordinary resolution, the Business Combination and other transactions contemplated by, and StoneBridge’s entry into, the Business Combination Agreement (the “Business Combination Proposal”). The Business Combination Proposal was approved by ordinary resolution of StoneBridge’s shareholders, and received the following votes:

 

FOR		AGAINST		ABSTAIN
6,197,226		1,200		0

 

Proposal No. 2 – Amalgamation Proposal

 

To approve, by ordinary resolution, assuming the Business Combination Proposal is approved and adopted, the Amalgamation and certain matters relating to the Amalgamation (the “Amalgamation Proposal”). The Amalgamation Proposal was approved by ordinary resolution of StoneBridge’s shareholders, and received the following votes:

 

FOR		AGAINST		ABSTAIN
6,197,225		1,201		0

 

 

Proposal No. 3 – Governing Documents Proposals

 

To approve, by special resolutions, assuming the Business Combination Proposal is approved and adopted, material differences between StoneBridge’s amended and restated memorandum and articles of association which are in effect immediately prior to the Business Combination (the “Existing StoneBridge Charter”), and the second amended and restated memorandum and articles of association of PubCo upon completion of the Business Combination (the “New PubCo Charter”) and such six separate proposals collectively referred to herein as the “Governing Documents Proposals.”. Each of the Governing Documents Proposals were approved by special resolution. The votes for each sub-proposal were as follows:

 

(a)

A proposal for the approval for the effective change of PubCo’s corporate name from “StoneBridge Acquisition Corporation” to “DigiAsia Corp”:

 

FOR		AGAINST		ABSTAIN
6,197,226		1,200		0

 

(b)

A proposal for the approval for the effective change in authorized share capital from the authorized share capital of StoneBridge to the authorized share capital of PubCo:

 

FOR		AGAINST		ABSTAIN
6,197,225		1,200		0

 

(c)

A proposal for the approval for the effective change from the share structure of StoneBridge, comprising of Class A ordinary shares, par value $0.0001 per share, Class B ordinary shares, par value $0.0001 per share, and preference shares, par value $0.0001 per share, to a share structure of PubCo, comprising of ordinary shares, par value $0.0001 per share and preference shares, par value $0.0001 per share:

 

FOR		AGAINST		ABSTAIN
6,197,226		1,200		0

 

(d)

A proposal for the approval for the effective change to consider and vote for the effective change from the holders of StoneBridge’s Class B ordinary shares having the power to appoint or remove any director of StoneBridge by ordinary resolution under the terms of the Existing Charter, to the holders of PubCo Ordinary Shares having the power to appoint or remove the directors of PubCo by ordinary resolution under the terms of the New Charter:

 

FOR		AGAINST		ABSTAIN
6,197,225		1,201		0

 

(e)

A proposal for the approval for the effective change to consider and vote for the effective change from the classified board of directors of StoneBridge, which is required to be divided into three classes, with directors serving staggered terms, to a declassified board of directors of PubCo, with each director serving until the next succeeding annual general meeting of PubCo after such director’s election and until their successors are appointed and qualified or until their earlier resignation or removal:

 

FOR		AGAINST		ABSTAIN
6,198,426		0		0

 

(f)

A proposal for the approval for changes arising from or in connection with the replacement of the Existing Charter with the New Charter, including the removal of certain provisions relating to StoneBridge’s status as a blank check company that will not be applicable following consummation of the Business Combination:

 

FOR		AGAINST		ABSTAIN
6,197,225		1,201		0

 

 

Proposal No. 4 – Nasdaq Proposal

 

To consider and vote upon a proposal to approve, by ordinary resolution, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of PubCo Ordinary Shares in connection with the Business Combination (the “Nasdaq Proposal”). The Nasdaq Proposal was approved by ordinary resolution of StoneBridge’s shareholders, and received the following votes:

 

FOR		AGAINST		ABSTAIN
6,197,226		1,200		0

 

Proposal No. 5 – Incentive Plan Proposal

 

To consider and vote upon a proposal to approve, by ordinary resolution, the DigiAsia Corp. 2023 Omnibus Incentive Plan (the “Incentive Plan Proposal”). The Incentive Plan Proposal was approved by ordinary resolution of StoneBridge’s shareholders, and received the following votes:

 

FOR		AGAINST		ABSTAIN
6,192,184		6,122		120

 

Proposal No. 6 – Adjournment Proposal

 

To consider and approve, if presented, a proposal to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals (the “Adjournment Proposal”). The Adjournment Proposal was approved by ordinary resolution of StoneBridge’s shareholders, and received the following votes:

 

FOR		AGAINST		ABSTAIN
6,197,226		1,200		0

 

Item 7.01. Regulation FD Disclosure.

 

On December 22, 2023, the Company issued a press release (the “Press Release”), announcing the approval of the Business Combination by the shareholders of the Company at the Extraordinary General Meeting. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 8.01 Other Events

 

On December 15, 2023, the deadline to elect to redeem shares of the Company’s Class A ordinary shares in connection with the Extraordinary General Meeting, shareholders holding 2,393,307 shares of the Company’s Class A ordinary shares (or approximately 98.5% of the Company’s outstanding Class A ordinary shares) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account, which left the Company with 32,662 shares of Class A ordinary shares outstanding after redemptions.

 

As of December 22, 2023, after receiving and granting certain redemption reversals, the Company has 37,429 shares of Class A ordinary shares outstanding after redemptions. Prior to the closing of the Business Combination (the “Closing”), the Company may consider additional requests from shareholders to grant further requests for redemption reversals.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated December 22, 2023
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: December 22, 2023

 

 

Exhibit 99.1

 

StoneBridge Acquisition Corporation Shareholders Approve Previously Announced Business Combination with DigiAsia Bios Pte. Ltd

 

New York, NY, December 22, 2023 /EINPresswire.com/ – StoneBridge Acquisition Corporation (Nasdaq: APAC) (“StoneBridge”), a publicly-traded special purpose acquisition company, today announced that its shareholders voted to approve the previously announced business combination (the “Business Combination”) with DigiAsia Bios Pte. Ltd (“DigiAsia”) at StoneBridge’s extraordinary general meeting of shareholders held on December 19, 2023 at 10:00 a.m. Eastern Time (the “Extraordinary General Meeting”).

 

Each of the proposals presented at the Extraordinary General Meeting was approved, and the Business Combination is expected to be consummated as soon as practicable following the satisfaction of the closing conditions described in the proxy statement for the Extraordinary General Meeting. StoneBridge plans to file the results of the Extraordinary General Meeting, as tabulated by the inspector of election, with the Securities and Exchange Commission (the “SEC”) on a Form 8-K.

 

About StoneBridge Acquisition Corporation

 

StoneBridge Acquisition Corporation is a blank check company incorporated as Cayman Islands exempted for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. StoneBridge focused its search on a target with operations or prospective operations in the consumer technology, communications, software, SaaS, fintech or media sectors. The geographic focus for StoneBridge was the Asia Pacific region. StoneBridge helps visionary entrepreneurs navigate the U.S. capital markets to create enterprise value for themselves and for their investors. To learn more, visit http://stonebridgespac.com/.

 

Safe Harbor Statement

 

This press release includes "forward-looking statements" that involve risks and uncertainties that could cause actual results to differ materially from what is expected. Words such as "expects," "believes," "anticipates," "intends," "estimates," "seeks," "may," "might," "plan," "possible," "should" and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future results, based on currently available information and reflect the Company's management's current beliefs. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements. Important factors - including the availability of funds, the results of financing efforts and the risks relating to our business - that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on EDGAR (see www.edgar-online.com) and with the Securities and Exchange Commission (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. In addition, please refer to the Risk Factors section of the Company's Form 10-K as filed with the SEC on March 28, 2023 and the Risk Factors section of the final prospectus filed on November 28, 2023 for additional information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

For investor and media inquiries, please contact:

 

Prabhu Antony
President & CFO
(646) 314-3555
p.antony@stonebridgespac.com

Prabhu Antony
Stonebridge Acquisition Corporation
+1 646-314-3555

 

 

 

 

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