StoneBridge Acquisition II Corp

These parameters dictate the exact extension costs, redemption constraints, and structural dilution affecting public capital. The sponsor’s optional extension mechanism and waived loan repayment rights shift default duration control away from public shareholders. The 15% redemption ceiling and $5,000,001 asset requirement create defined boundaries for cash preservation and target valuation thresholds.

For investors tracking redemption deadlines, trust value, merger development, or leadership behavior, this Form 3 carries no operative weight. It contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel movements. Attributed solely to the Form 3 submission by the reporting person, the document confirms administrative adherence without signaling insider conviction, warrant conversion, or capital reallocation. Because it documents zero tracked positions, it removes short-term speculation regarding block transfers or dilution events that typically compress redemption timelines or trigger financing triggers ahead of the 2025-09-29 filing date. The absence of substantive equity activity makes this a procedurally complete snapshot that clarifies the baseline ownership structure without altering any mechanical parameters. material: false, confidence: 1.0

This filing sets the definitive terms for the SPAC's IPO, including the trust account structure, redemption rights for public shareholders, extension mechanics without shareholder approval, sponsor compensation (founder shares at nominal cost, private placement units, monthly fees), and potential conflicts of interest. It provides investors with essential information for evaluating the SPAC's governance, liquidation risk, and alignment of interests between sponsors and public shareholders.

The filing does not alter the April 1, 2027 redemption deadline, adjust the disclosed per-share trust value, announce a business combination target, or signal a sponsor change. It does, however, resolve two governing-document provisions ahead of SEC effectiveness, which matters for capital structure modeling. By codifying how redeemed Class A shares reduce the Class B anti-dilution base, the revision establishes the mathematical framework for post-combination ownership allocation and directly dictates the dilution exposure remaining public shareholders will face depending on redemption volume.

The filing contains the definitive terms of the SPAC's IPO, including the per-unit price ($10.00), trust amount ($50 million or $57.5 million with over-allotment), redemption rights for public shareholders, extension provisions (up to two 3-month extensions with sponsor deposits of $0.10 per share), and the deadline to complete a business combination (18 months from closing, extendable to 24 months). It also discloses sponsor compensation, insider ownership, and potential conflicts. Investors need this information to evaluate the offering and the risks of investing in a blank check company. The financial statements reveal a working capital deficit and going concern uncertainty before the IPO.

This correspondence confirms the SPAC remains in the pre-deal preparation phase, actively amending foundational corporate documents ahead of a business combination. The requested reconciliation directly governs how public share redemptions will mathematically impact founder/class B share dilution mechanics, a critical variable for redemption valuation modeling and sponsor economics. The SEC review provides no data on the current trust account balance per share or any scheduled extension vote mechanics.

This is the near-final registration statement for a new SPAC IPO that sets all key terms: the trust size ($50M), trust value ($10.27 per share), the deadline structure, the founder share structure (25% vs the more common 20%), the redemption mechanics, and the sponsor/director conflicts. Importantly, the filing discloses the prior SPAC of the same management team (StoneBridge Acquisition Corp) is currently being delisted by Nasdaq and its stock trades at $0.39, which is a significant red flag for the management's track record. The filing also reveals that the Maxim Group (the underwriter) and its registered persons hold a significant equity stake in the SPAC, creating a potential conflict of interest.

Sponsor purchase price transparency and precise conversion terms directly dictate post-combination ownership distribution and potential dilution, which can materially alter the effective public offering price and influence whether shareholders redeem their shares or remain invested. Ambiguous anti-dilution provisions create valuation uncertainty that may delay target identification or negotiation timelines.

This S-1/A is the most recent disclosure for this SPAC. While there is no business combination target, the filing is informative because it details (i) a complex insider compensation/sponsor benefit structure (sponsor founder shares purchased at $0.02-$0.004 per share; large potential dilution to public shareholders), (ii) a conversion anti-dilution that gives 25% of post-BC shares to founders (higher than typical 20%), (iii) a novel mechanism where sponsor can extend without a shareholder vote by depositing funds, and (iv) identified prior SPAC (DigiAsia) that has fallen below Nasdaq compliance and suffered share price decline. The SPAC is still searching; this document is critical for investors to asses sponsor behavior risk and deal economics before committing to the IPO.

These mechanical shifts materially alter shareholder redemption runway and capital preservation strategies, as eliminating the 24-month ceiling on charter-based extensions removes a predictable timeline anchor previously implied by standard SPAC structures. On deal progress and valuation parameters, the company’s filings state it intends to target a business with an enterprise value between $50.0 million and $200.0 million, while reserving discretion to evaluate entities outside that range. Regarding sponsor conduct and governance controls, the company confirmed its sponsor lacks non-U.S.

Per the staff’s sequencing question, the $500,000 extension funding may legally subordinate to public redemptions, meaning investors cannot yet determine the precise net trust distribution per share if an extension is triggered. Uncertainty over whether charter amendments allow periods exceeding 24 months alters the terminal countdown for mandatory cash-out rights. The absence of restrictions on sponsor membership interest transfers introduces leadership volatility that could accelerate termination, shift negotiation leverage, or prompt sponsor removal without public consent.

Per the Company’s disclosures, removing the $5,000,001 net tangible assets threshold legally permits near-total redemptions, though the 15% per-investor cap creates a structural ceiling on individual liquidity events and may prevent coordinated mass redemption scenarios. The downward revision of the acquisition target range to $50.0 million–$200.0 million signals a strategic contraction away from the originally advertised $1.5 billion maximum, which directly alters expected check sizes, negotiation leverage, and post-combination market positioning relative to the original mandate. Replacing traditional warrants with a fractional share right (one-tenth of one share) fundamentally restructures post-deal equity upside and mandates closer tracking of dilution mechanics compared to standard warrant frameworks. By cutting off permitted withdrawals of trust interest for pre-combination working capital, the Company places all operational funding obligations onto non-trust proceeds, private placements, or third-party/sponsor lending, meaning survival past the extended timeline depends entirely on external liquidity commitments rather than accumulated trust yield. Finally, while the Company emphasizes that sponsor-aligned voting incentives reduce deadlock risk, the appended conflict-of-interest warnings, unfiled forms of agreement with non-managing sponsor investors, and revised expense payment rules require continuous monitoring of actual capital deployment versus stated intentions before redemption deadlines activate.

Provides first public disclosure of the SPAC's mechanics: trust per share initially $10.00, 18-month deadline (extendable to 24 months with sponsor deposits of $0.10 per share per extension), sponsor's founder shares purchased for $0.01 per share creating significant dilution risk, and sponsor's prior SPAC (DigiAsia) now trading at $0.27 with Nasdaq non-compliance issues. The filing also includes a going concern qualification from the auditor and details on redemption rights, extension procedures, and sponsor indemnification limitations.

This comment letter postpones the effectiveness of the registration statement and delays the opening of any formal redemption calendar or trading launch. The mandated reconciliation of the $5,000,001 net tangible asset floor against projected dilution directly determines whether mass redemptions will trigger mandatory deal-protection mechanisms or force liquidation.

Investors tracking the timeline must note the 24-month clock starts upon the actual closing of this proposed offering, shifting the practical liquidation deadline beyond nominal tracker estimates. The $200,000,000 trust deposit excludes deferred underwriting commissions of up to $8,000,000, which remain payable from the trust solely upon a successful combination.

What changed: A Schedule 13G filing reporting beneficial ownership under federal securities regulations. Clear Street LLC is identified as the reporting beneficial owner. The provided excerpt contains no share quantities, percentage thresholds, acquisition dates, or statements of investment purpose. Why it matters: As a routine regulatory disclosure of equity holdings, the filing does not alter the SPAC’s existing $10.27 trust-per-share balance, its 2027-04-01 expiration deadline, extension mechanisms, target search progress, or sponsor conduct. It introduces no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and therefore does not mechanically impact shareholder redemption windows or business combination execution.

What changed: A Form 8-K current report under Item 5.02 documenting the immediate resignation of director Richard Saldanha from StoneBridge Acquisition II Corporation’s board and committees, alongside the contractual reversion of 25,000 Class B ordinary shares to the sponsor. Per the filing, Richard Saldanha submitted his resignation notification to the board on May 8, 2026. The board stated the departure was not caused by any disagreement regarding operations, policies, or practices. Concurrently, the document confirms that 25,000 Class B ordinary shares granted to Mr. Saldanha on February 5, 2026 by sponsor Stonebridge Acquisition Sponsor II LLC are being automatically returned, as their vesting was conditioned on his continuous service through a business combination that has not yet closed. CEO Bhargav Marepally certified the report on May 11, 2026. Why it matters: The filing leaves the SPAC’s core mechanics untouched: the redemption deadline remains April 1, 2027, the trust value remains $10.27 per share, and no extension procedures or target acquisition progress are reported. The reduction in board size and recovery of 25,000 Class B shares adjust corporate governance and minor sponsor-linked equity allocations, but the stated lack of operational disputes frames this as administrative turnover rather than strategic friction. The registrant continues operating under Standard Industrial Classification 6770 from One World Trade Center, Suite 8500, New York, NY 10007, via phone number 646-314-3555.

What changed: A Schedule 13G/A, legally defined and formatted as an amendment to a statement of beneficial ownership reporting aggregate positions exceeding five percent of a registered class of equity securities. The provided excerpt enumerates four reporting persons—Wolverine Asset Management, LLC; Wolverine Holdings, LLC; Christopher L. Gust; and Robert R. Bellick—but contains zero quantitative disclosures. No share counts, ownership percentages, acquisition/disposition dates, voting or dispositive power allocations, or prior-filing comparison metrics are stated in the text. Therefore, the precise numerical or functional amendment cannot be extracted. Why it matters: Within the mechanics governing APAC, which maintains a SEARCHING designation, a trust account valuation of $10.27 per share, and a business combination deadline of April 1, 2027, this 13G/A operates strictly as a passive institutional holding registry. As the filing text attributes no share quantity or ownership threshold to the named Wolverine entities and principals, it does not alter shareholder redemption windows, adjust trust fund liquidity, trigger extension votes, illuminate sponsor conduct or fiduciary decisions, or provide evidence of target screening, negotiation status, or valuation benchmarks. Absent disclosed figures, the amendment carries no mechanical leverage over redemption timing, per-share payout calculations, or capital deployment schedules. Any substantive impact on the redemption calendar or trust integrity would require numerical thresholds that are absent from this excerpt.

What changed: Form 10-K annual report for StoneBridge Acquisition II Corporation, a blank-check SPAC formed for the purpose of effecting a merger or business combination. The filing is the company's first full-year 10-K covering the period from January 1, 2025 through December 31, 2025. It reports net income of $302,325 for 2025 (vs. net loss of $7,567 from inception through December 31, 2024). Trust account assets stood at $58,048,399 as of 12/31/2025. The company completed its IPO on October 1, 2025, selling 5,750,000 units at $10.00/unit (including full exercise of the over-allotment), for gross proceeds of $57,500,000, plus a $1,537,500 private placement. Trust per-share value at year-end was approximately $10.27 (derivable from $58,048,399 / 5,750,000 shares subject to redemption). No business combination has been announced; the deadline is April 1, 2027 (18 months from IPO), extendable to October 1, 2027 with sponsor deposits of $575,000 per three-month extension. Sponsor has the right to extend without shareholder vote. The going concern opinion includes an explanatory paragraph expressing substantial doubt. Cash outside trust was $503,830 as of 12/31/2025. A subsequent event in February 2026 transferred 100,000 founder shares from the sponsor to four independent directors. Why it matters: For investors tracking deadlines and trust value, the filing confirms the current trust value (~$10.27/share), the April 1, 2027 baseline deadline, and the sponsor's unilateral extension mechanism that could push the deadline to October 1, 2027. There is no merger agreement or target identified, and the independent auditor's going-concern qualification highlights the time pressure. The filing also details the sponsor's economics — founder shares purchased for ~$0.013/share, giving sponsor a strong incentive to complete any deal before liquidation. The company intends to focus on Ecommerce, Fintech, SaaS, Renewable Energy, Mining, and IT/IT-Enabled Services in APAC and EMEA regions.

What changed: A Schedule 13G/A routine compliance exhibit amending beneficial ownership disclosures for APAC, identifying Glazer Capital, LLC and Paul J. Glazer as the reporting holders. The filing excerpt attributes no adjusted share percentages, redemption triggers, trust account movements, extension proposals, or sponsor conduct remarks to Glazer Capital, LLC or Paul J. Glazer. Against the SPAC’s documented $10.27 per-share trust balance and 2027-04-01 business combination deadline, the text registers a standard ownership update without altering redemption mechanics, trust distribution protocols, or deal progression schedules. Why it matters: As a regulatory disclosure amendment, the filing tracks holder positioning while APAC remains in the SEARCHING phase. Because Glazer Capital, LLC and Paul J. Glazer disclose no material transactions, customer relationships, revenue metrics, partnership announcements, litigation exposure, or personnel shifts, the document does not currently trigger extension voting requirements, change sponsorship conduct parameters, or modify shareholder exit windows. Investors should monitor subsequent 13D amendments or proxy materials issued by these holders to identify actual combination targets, voting alignments, or capital deployment strategies.

What changed: A routine compliance exhibit: two Limited Powers of Attorney (Exhibits A and B) executed by Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC, delegating signing authority to Takahiro Katsura to prepare, execute, amend, and timely file Form 13G disclosures with the U.S. Securities and Exchange Commission regarding the companies' holdings and transactions in securities. The filing text contains no adjustments, triggers, or disclosures relating to redemption windows, trust account valuation, extension resolutions, target acquisition status, or sponsor conduct. It merely formalizes internal signing delegation, confirming that designated executives—Hidekatsu Take (Deputy President & Corporate Executive for Mizuho Financial Group; Managing Executive Officer, Head of Global Corporate & Investment Banking Division, Head of Global Transaction Banking Unit for Mizuho Bank) and Adam Hopkins (Chief Legal Officer and Managing Director, General Counsel for Mizuho Americas LLC and Mizuho Securities USA LLC)—have authorized Mr. Katsura to act on their behalf for Section 13(d) and 13(g) reporting purposes dated 2-12-2026. Why it matters: This document does not advance the SPAC's search mandate, modify the stated April 1, 2027 deadline, affect investor redemption rights, or signal changes to deal progress or sponsor behavior. It solely verifies Mizuho-affiliated entities are maintaining statutory ownership reporting compliance. The exhibit makes no claims regarding business performance, customer bases, revenue streams, market positioning, technology, partnership pipelines, litigation exposure, or executive departures beyond the internal authority delegation listed on the signature pages. As a purely administrative instrument required to complete the underlying Schedule 13G, it carries no direct bearing on capital event mechanics or investment thesis validation.

What changed: Schedule 13G/A amending beneficial ownership disclosures for APAC – StoneBridge Acquisition II Corp, filed by AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC. The filing records an update to institutional ownership reporting. Because the provided excerpt omits share quantities, percentage thresholds, and transaction dates, no change in position can be confirmed. Accordingly, the redemption calendar is unaffected, the disclosed trust per share remains $10.27, the liquidation deadline stays 2027-04-01, and there are no signals of sponsor forfeiture, extension voting, or default remediation. Why it matters: The explicit listing of AQR Arbitrage suggests the amendment tracks passive arbitrage positioning, routine regulatory threshold adjustments, or portfolio reconciliation rather than active business combination pursuit. For investors tracking redemption mechanics and trust preservation, the lack of disclosed acquisition or disposition volumes means no measurable impact on expected redemption pressure or per-share trust liquidity. The submission contains zero claims regarding target customers, revenue, market size, technology, partnerships, litigation, or leadership changes, confining its substance to confirming ongoing institutional coverage during the SEARCHING phase without altering deal progress expectations or sponsor conduct evaluations.

What changed: A Form 8-K Current Report (Item 8.01 Other Events) disclosing a one-time equity grant of Class B ordinary shares to independent directors and their execution of a sponsor letter agreement joinder. According to the Board of Directors, the company approved a grant of an aggregate of 100,000 Class B Ordinary Shares to four independent directors—25,000 each to Richard Saldanha, Joel Huffman, Roshan Boodhoo, and Mahboob Subuhani Mohamed Mohideen—as compensation for board service. The filing states that Stonebridge Acquisition Sponsor II LLC transferred these shares to the directors from existing Class B shares held by the Sponsor. As noted by the directors, each executed a Joinder to the Sponsor Letter Agreement dated September 30, 2025, with Maxim Group LLC and the Sponsor. The registrant confirmed that its Class A Ordinary Shares carry a par value of $0.0001 per share. Per the Board and the filing text, no modifications were made to the redemption calendar, the $10.27 trust per share disclosed in the SPAC profile, the April 1, 2027 business combination deadline, or the SEARCHING operational status. Chief Executive Officer Bhargav Marepally certified the submission. The filing further identifies the registrant as a Cayman Islands-incorporated shell company operating under organization name 05 Real Estate & Construction, headquartered at One World Trade Center, Suite 8500, New York, NY 10007, with NASDAQ trading symbols APACU, APAC, and APACR, and designated as an Emerging Growth Company. Why it matters: For investors monitoring SPAC mechanics and sponsor conduct, the transfer of 100,000 founder-class shares to independent directors increases director economic alignment without triggering cash compensation or altering the trust account balance. Because the sponsor sourced the shares from existing holdings, the transaction dilutes the sponsor block rather than issuing new securities to public shareholders, leaving redemption yields and trust distribution assumptions intact. The joinder to the September 30, 2025 letter agreement subjects all four directors to the same voting, lock-up, and market manipulation restrictions that bind the sponsor, which reinforces governance discipline ahead of any future target announcement or charter amendment vote. Since the filing contains no proposed extension resolution, no acquisition target, and no amendment to shareholder rights, it carries zero immediate impact on the redemption window or unit settlement mechanics. However, updated director shareholdings and restricted-share commitments may become relevant when evaluating upcoming proxy statements, special meeting notices, or any request to modify the April 1, 2027 liquidation date.

What changed: A Securities Act Form 4 insider ownership report. No non-derivative transactions or holdings were reported, indicating no shift in insider equity that would impact capital deployment timelines, extension funding requirements, or sponsor leverage. Why it matters: The filing attributes the following to reporting person Antony Prabhu: director, Chief Financial Officer, and 10% owner. Confirming his 10% ownership stake clarifies his voting influence on any future shareholder votes regarding extension proposals or target acquisition approvals. The explicit absence of reported non-derivative transactions or holdings means no new insider trading data exists to inform near-term redemption pressure or confidence signals ahead of the stated deadline. These details are sourced directly from the issuer’s Form 4 submission.

What changed: Form 4 insider ownership report filed by director Mohamed Mohideen Mahboob Subuhani for StoneBridge Acquisition II Corp. Per the filing, the reporting person disclosed no non-derivative transactions or holdings. There is no modification to the redemption schedule, trust valuation of $10.27 per share, business combination deadline of 2027-04-01, extension mechanics, or sponsor conduct indicators. Why it matters: The filing’s explicit statement confirms the director executed no equity purchases, sales, or derivative exercises that would trigger Form 4 requirements. As attributed directly to the reporting person in this submission, the absence of reported positions indicates a neutral insider posture for the period. For investors monitoring a SEARCHING-stage SPAC, this establishes that neither new director capital deployment nor position liquidation occurred, leaving the current trust composition, redemption exposure, and timeline mechanics intact without altering sponsor behavior signals ahead of the documented 2027-04-01 expiration.