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): January 8, 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:

  

¨	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 8.01 Other Events

 

On January 8, 2024, StoneBridge Acquisition Corporation (the “Company”) filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) for an extraordinary general meeting of its shareholders to be held on January 17, 2024, at 11:00 a.m. Eastern Standard Time (the “Extraordinary General Meeting”). The Company subsequently filed Amendment No. 1 to the Proxy Statement (the “Amendment”), which was filed with the Securities and Exchange Commission on January 8, 2024. The Amendment corrects the deadline by which holders of Public Shares (as defined in the Proxy Statement) may elect to redeem their Public Shares (the “Redemption Deadline”) in the Proxy Statement. The Proxy Statement, as filed, incorrectly stated the Redemption Deadline to be January 15, 2024. The correct Redemption Deadline is January 12, 2024.

 

On January 9, 2024, the Company also issued a press release notifying shareholders of the Extraordinary General Meeting, including the correct Redemption Deadline. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The foregoing description of the Amendment is also qualified in its entirety by reference to the full text of the Amendment, which is attached to this Current Report on Form 8-K as Exhibit 99.2 and which is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit		Description
99.1		Press Release dated January 9, 2024.
99.2		Amendment No. 1 to Schedule 14 A filed on January 8, 2024.
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: January 9, 2024

 

 

Exhibit 99.1

 

StoneBridge Acquisition Corporation Files Definitive Proxy Statement and Amendment No. 1 to Definitive Proxy Statement for Shareholder Meeting Seeking Extension.

 

NEW YORK, NY January 9, 2024 (GLOBE NEWSWIRE) – StoneBridge Acquisition Corporation (NASDAQ: APAC) (the “Company” or “StoneBridge”), an Asia-Pacific focused publicly traded special purpose acquisition company, today announced that it filed a definitive proxy statement (the “Proxy Statement”) on January 8, 2024 with the U.S. Securities and Exchange Commission (the “SEC”) to seek shareholder approval to, among other proposals, (i) amend StoneBridge’s Amended and Restated Memorandum and Articles of Association, as amended on July 19, 2023 (the “Articles of Association”) to give the Company the right to extend the date by which it has to consummate a business combination from January 20, 2024 up to 6 times for an additional one (1) month each time up to July 20, 2024 (the “Extension”) (i.e., for a period of time ending up to 36 months after the consummation of its initial public offering) by depositing into the StoneBridge trust account, for each one-month extension, $0.025 for each public share (“Public Share”) outstanding after giving effect to redemptions (the “Extension Amendment Proposal”); and (ii) amend the Articles of Association to remove the net tangible asset requirement in order to expand the methods that the Company may employ so as not to become subject to the “penny stock” rules of the SEC (the “NTA Amendment Proposal”). On January 8, 2024, the Company also subsequently filed Amendment No. 1 to the Proxy Statement (the “Amendment”) correcting the deadline by which shareholders may elect to redeem their Public Shares from January 15, 2024, to January 12, 2024.

 

The extraordinary general meeting of the Company’s shareholders will be held on January 17, 2024, at 11:00 a.m. Eastern Standard Time (the “Extraordinary General Meeting”) at the offices of Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas, 77002 United States, and virtually via live webcast at https://www.cstproxy.com/stonebridgespac/2024 and via teleconference using the following dial-in information:

 

Telephone access (listen-only):
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 8943610#

 

The Company encourages its shareholders to vote in favor of the Extension Amendment Proposal and NTA Amendment Proposal each as further described in the Proxy Statement and Amendment.

 

The Company's shareholders of record at the close of business on the record date, December 27, 2023, are entitled to vote their ordinary shares owned by them at the Extraordinary General Meeting. Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described in the Proxy Statement and Amendment prior to 5:00 p.m., Eastern Time, on January 12, 2024 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares to be redeemed. Every shareholder's vote is very important, regardless of the number of shares held, and the Company requests the prompt submission of votes.

 

Shareholders may vote online at https://www.cstproxy.com/stonebridgespac/2024 by following the instructions on their provided proxy card. If the shares are held in an account at a brokerage firm or bank, shareholders must instruct their respective broker or bank how to vote the shares, or the shareholders may cast their vote online at www.cstproxyvote.com by obtaining a proxy from the respective brokerage firm or bank.

 

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 the SPAC was the Asia Pacific region. Stonebridge helps visionary entrepreneurs navigate the US capital markets to create enterprise value for themselves and for their investors. To learn more, visit http://stonebridgespac.com/.

 

 

Additional Information and Where to Find It

 

The Company urges investors, shareholders, and other interested persons to read the Proxy Statement and Amendment, as well as other documents filed by the Company with the SEC, because these documents contain important information about the Company and the Extension. The Proxy Statement is being mailed to shareholders of the Company as of a record date of December 27, 2023, on or about January 8, 2024. Shareholders may obtain copies of the Proxy Statement and Amendment, without charge, at the SEC's website at www.sec.gov.

 

Participants in Solicitation

 

The Company and its directors, executive officers and other members of their management may be deemed to be participants in the solicitation of proxies of the Company's shareholders in connection with the proposals described therein. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company's directors and officers in the Proxy Statement and Amendment, which may be obtained free of charge from the sources indicated above.

 

Non-Solicitation

 

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Forward Looking Statements

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, to which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating the Company's shareholder approval of the Extension, the Company's inability to complete an initial business combination within the required time period, and other risks and uncertainties indicated from time to time in filings with the SEC, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 28, 2023 under the heading “Risk Factors,” the Proxy Statement under the heading “Risk Factors,” and other documents the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company 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 the Company’s expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based.

 

Company Contact:

 

Prabhu Antony
646-314-3555
p.antony@stonebridgespac.com

 

 

Exhibit 99.2

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

 

 

Filed by the Registrant x

 

Filed by a Party other than the Registrant ¨

 

Check the appropriate box:

 

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to Section 240.14a-12

 

STONEBRIDGE ACQUISITION CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):
x	No fee required.
¨	Fee paid previously with preliminary materials.
¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Schedule 14A (the “Amendment”) is being filed by StoneBridge Acquisition Corporation (the “Company”) to amend the Company’s definitive proxy statement for the extraordinary general meeting of its shareholders to be held on January 17, 2024 (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on January 8, 2024. The Amendment corrects the deadline by which holders of Public Shares may elect to redeem their Public Shares (the “Redemption Deadline”) in the Proxy Statement. The Proxy Statement, as filed, incorrectly stated the Redemption Deadline to be January 15, 2024. The correct Redemption Deadline is January 12, 2024.

 

No other changes have been made to the Proxy Statement or to the matters to be considered by the shareholders. All other items of the Proxy Statement are incorporated herein by reference without change. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Proxy Statement. This Amendment should be read in conjunction with the Proxy Statement.

 

AMENDMENT TO PROXY STATEMENT

 

All references to January 15, 2024, as the date by which shareholders may elect to redeem their Public Shares, contained in the Proxy Statement are hereby amended and restated to state January 12, 2024.

 

 

v3.23.4

Cover	Jan. 08, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 08, 2024
Entity File Number	001-40613
Entity Registrant Name	StoneBridge Acquisition Corporation
Entity Central Index Key	0001844981
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	One World Trade Center
Entity Address, Address Line Two	Suite 8500
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	646
Local Phone Number	314-3555
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Unit [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant
Trading Symbol	APACU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares par value $0.0001 per share
Trading Symbol	APAC
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one Class A ordinary share for $11.50 per share
Trading Symbol	APACW
Security Exchange Name	NASDAQ

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