StoneBridge II Targets $50M IPO for APAC/EMEA Tech, Green Deals

TL;DR

**StoneBridge Acquisition II is a high-risk SPAC play with significant founder share dilution, but its international focus on hot sectors like Fintech and Renewable Energy could yield outsized returns if they land a strong target.**

AI Summary

StoneBridge Acquisition II Corp (APACR) filed an S-1/A on August 22, 2025, for an initial public offering of 5,000,000 units at $10.00 per unit, aiming to raise $50,000,000. Each unit comprises one Class A ordinary share and one-tenth of a right to receive a Class A ordinary share upon business combination. The SPAC intends to target international businesses in Ecommerce, Fintech, SaaS, Renewable Energy, Mining, and IT/IT-Enabled Services, primarily in the APAC and EMEA regions. The sponsor, Stonebridge Acquisition Sponsor II LLC, along with Maxim Individuals and third-party investors, will purchase 150,000 private placement units for $1,500,000. The sponsor initially purchased 5,750,000 founder shares for $25,000, which were adjusted to 1,916,667 founder shares and further adjusted to 1,091,667 founder shares for the sponsor, 215,000 for Maxim Individuals, and 610,000 for third-party investors, all at approximately $0.013 per share. The company has 18 months to complete a business combination, extendable up to 24 months without shareholder approval by depositing $500,000 per three-month extension into the trust account.

Why It Matters

This S-1/A filing signals StoneBridge Acquisition II Corp's intent to raise $50 million, providing a new SPAC vehicle for investors seeking exposure to high-growth sectors like Fintech and Renewable Energy, particularly in the APAC and EMEA regions. The focus on international targets offers a unique competitive angle compared to domestically-focused SPACs. However, the potential for significant dilution from founder shares (25% of outstanding shares post-IPO) and conversion of working capital loans could impact investor returns. Employees and customers of potential target companies could see new growth opportunities or strategic shifts post-merger.

Risk Assessment

Risk Level: high — The risk level is high due to the blank check nature of the company, meaning no specific business target has been identified, as stated in the prospectus. Furthermore, the founder shares represent 25% of the outstanding shares post-IPO, which is higher than the typical 20% for other blank check companies, leading to material dilution for public shareholders. The ability to extend the business combination period by up to six months without shareholder approval, requiring only a $500,000 deposit per extension, also introduces uncertainty regarding the timeline and sponsor commitment.

Analyst Insight

Investors should approach APACR with caution, recognizing the significant dilution from founder shares and the inherent risks of a blank check company. Conduct thorough due diligence on the sponsor's track record and management's expertise in the targeted sectors (Ecommerce, Fintech, SaaS, Renewable Energy, Mining, IT) and regions (APAC, EMEA) before committing capital. Consider the redemption option as a potential exit strategy if an unsuitable business combination is proposed.

Key Numbers

• $50,000,000 — Total IPO offering size (Represents the capital StoneBridge Acquisition II Corp aims to raise from the sale of 5,000,000 units at $10.00 each.)
• 5,000,000 — Number of units offered (Each unit is priced at $10.00, contributing to the $50,000,000 offering.)
• $10.00 — Offering price per unit (The price at which each unit, consisting of one Class A ordinary share and one right, is sold.)
• 18 months — Initial deadline for business combination (The period from the closing of the offering within which the company must complete its initial business combination.)
• 24 months — Maximum extended deadline for business combination (The total period, including two three-month extensions, within which the company can complete a business combination without shareholder approval.)
• $500,000 — Cost per three-month extension (The amount the sponsor or its affiliates must deposit into the trust account for each three-month extension of the business combination period.)
• 150,000 — Private placement units purchased (Units purchased by the sponsor, Maxim Individuals, and third-party investors at $10.00 per unit for an aggregate of $1,500,000.)
• 1,091,667 — Founder shares owned by sponsor (Represents the sponsor's current ownership of founder shares, subject to forfeiture of up to 250,000 shares.)
• 25% — Founder share ownership percentage (The percentage of outstanding ordinary shares that founder shares will represent upon the consummation of this offering, higher than the typical 20%.)
• $1,500,000 — Maximum convertible working capital loans (Amount of loans from sponsor/affiliates that may be converted into units at $10.00 per unit, potentially causing further dilution.)

Key Players & Entities

• StoneBridge Acquisition II Corporation (company) — Registrant for S-1/A filing
• Prabhu Antony (person) — Agent for service for StoneBridge Acquisition II Corporation
• Kelvin Kesse (person) — Counsel from Kesse PLLC
• Simon Raftopoulos (person) — Counsel from Appleby (Cayman) Ltd.
• Mitchell S. Nussbaum (person) — Counsel from Loeb & Loeb LLP
• Stonebridge Acquisition Sponsor II LLC (company) — Sponsor of StoneBridge Acquisition II Corporation
• Maxim Group LLC (company) — Underwriter for the IPO
• Lucky Lucko, Inc. (d/b/a Efficiency) (company) — Trustee for the trust account
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing
• Cayman Islands (regulator) — Jurisdiction of incorporation for StoneBridge Acquisition II Corporation

FAQ

Risk Factors

• Dependence on Sponsor for Extensions [high — financial]: The SPAC has a 18-month deadline to complete a business combination, extendable to 24 months with sponsor deposits of $500,000 per three-month extension. Failure to secure these extensions could lead to liquidation, impacting investor returns.
• Target Industry Volatility [medium — market]: The SPAC targets volatile sectors like Fintech, SaaS, and Renewable Energy in APAC and EMEA. These industries are subject to rapid technological changes, regulatory shifts, and intense competition, increasing the risk of a failed business combination.
• Dilution from Private Placements and Warrants [medium — financial]: The sponsor and other investors are purchasing 150,000 private placement units at $10.00 each. Additionally, the 5,000,000 units include 1/10th of a right per share, potentially leading to significant dilution upon business combination.
• Lack of Identified Target [high — operational]: As of the filing date, StoneBridge Acquisition II Corp has not identified a specific business combination target and has not engaged in substantive discussions. This lack of pre-negotiated deal increases the uncertainty and risk of finding a suitable target within the 18-24 month timeframe.
• Redemption Risk [medium — financial]: Public shareholders have the right to redeem their shares if a business combination is not completed. A high redemption rate could deplete the trust account, making it difficult to complete a transaction or return sufficient capital to remaining shareholders.
• Sponsor Loan Conversion Risk [medium — financial]: Up to $1,500,000 in convertible working capital loans from the sponsor or affiliates may be converted into units at $10.00 per unit. This conversion can further dilute existing shareholders.
• Evolving SPAC Regulations [medium — regulatory]: The SPAC landscape is subject to evolving regulatory scrutiny, particularly concerning disclosures, de-SPAC transactions, and potential conflicts of interest. Changes in regulations could impact the SPAC's ability to complete a business combination or the valuation of the target.
• Founder Share Dilution Threshold [low — financial]: Founder shares represent 25% of outstanding ordinary shares post-offering, which is higher than the typical 20%. While subject to forfeiture of up to 250,000 shares, this concentration of founder equity could influence decision-making.

Industry Context

StoneBridge Acquisition II Corp is targeting international businesses in high-growth sectors including Ecommerce, Fintech, SaaS, Renewable Energy, Mining, and IT/IT-Enabled Services, with a focus on APAC and EMEA regions. These industries are characterized by rapid innovation, significant disruption, and increasing global demand, but also face intense competition and evolving regulatory landscapes. The SPAC aims to leverage valuation arbitrage by bringing these companies to the U.S. public markets.

Regulatory Implications

As a SPAC, StoneBridge Acquisition II Corp is subject to SEC regulations governing initial public offerings and business combinations. Evolving rules around SPACs, disclosures, and de-SPAC transactions could impact the company's operations and the attractiveness of potential targets. Compliance with securities laws in both the U.S. and the target's home jurisdiction will be critical.

What Investors Should Do

1. Review Sponsor's Commitment to Extensions
2. Evaluate Target Industry Risks
3. Analyze Potential Dilution
4. Understand Redemption Rights
5. Monitor Target Identification Progress

Key Dates

• 2025-08-22: Filing of S-1/A Amendment No. 3 — Provides updated details for the initial public offering, including the structure of units, rights, and extension provisions.
• 2025-08-22: Preliminary Prospectus Date — Marks the date of the current version of the prospectus, indicating the offering is still in progress and subject to change.

Glossary

SPAC

Special Purpose Acquisition Company. A shell company that raises capital through an IPO to acquire an existing company. (StoneBridge Acquisition II Corp is a SPAC seeking to merge with an operating business.)

Units

A security comprising one Class A ordinary share and one-tenth of a right to receive a Class A ordinary share. (The offering is structured as units, which will be separated into shares and rights upon consummation of a business combination.)

Rights

A security that entitles the holder to receive a fraction of a Class A ordinary share upon the completion of a business combination. (These rights add potential dilution and are part of the unit structure in the IPO.)

Founder Shares

Shares issued to the sponsor prior to the IPO, typically at a nominal price, with certain restrictions and conversion rights. (The sponsor holds 1,091,667 founder shares, representing 25% of the post-offering shares, subject to forfeiture.)

Trust Account

An account holding the proceeds from the IPO, which can only be used for a business combination, redemptions, or liquidation expenses. (The funds in the trust account are critical for the SPAC's operations, extensions, and shareholder redemptions.)

Business Combination

The acquisition or merger of the SPAC with a target company. (The primary objective of the SPAC; failure to complete one within the timeframe leads to liquidation.)

Redemption

The right of public shareholders to sell their shares back to the SPAC for cash at a specified price, typically from the trust account. (A key feature for public investors, providing an exit if they are dissatisfied with a proposed business combination.)

Sponsor

The entity that forms and finances the SPAC, typically receiving founder shares and private placement units in exchange for their capital and expertise. (Stonebridge Acquisition Sponsor II LLC is the sponsor, playing a crucial role in funding extensions and guiding the business combination.)

Year-Over-Year Comparison

This is an S-1/A filing, representing an amendment to the initial S-1 registration statement. As such, it provides updated details and clarifications rather than a comparison to a prior year's financial performance, which is not applicable to a pre-IPO SPAC. Key changes likely focus on refining the offering structure, extension mechanics, and risk factor disclosures based on regulatory feedback or market conditions.

Key Financial Figures

• $50,000,000 — TO COMPLETION, DATED AUGUST 22, 2025 $50,000,000 StoneBridge Acquisition II Corporatio
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $100,000 — account, including interest (less up to $100,000 of interest to pay dissolution expenses
• $500,000 — ne, must deposit into the trust account $500,000, or up to $575,000 if the underwriter's
• $575,000 — to the trust account $500,000, or up to $575,000 if the underwriter's over-allotment opt
• $0.10 — -allotment option is exercised in full ($0.10 per share in either case) on or prior t
• $1,000,000 — nth extension (or up to an aggregate of $1,000,000 (or $1,150,000 if the underwriter's ove
• $1,150,000 — or up to an aggregate of $1,000,000 (or $1,150,000 if the underwriter's over-allotment opt
• $0.20 — otment option is exercised in full), or $0.20 per share if we extend for the full six
• $1,500,000 — nit, for an aggregate purchase price of $1,500,000 (or $1,537,500 if the underwriter's ove
• $1,537,500 — regate purchase price of $1,500,000 (or $1,537,500 if the underwriter's over-allotment opt
• $25,000 — on in this offering was exercised), for $25,000. In connection with a reduction in the
• $10,760 — gregate purchase price of approximately $10,760, or approximately $0.013 per share. Con
• $0.013 — approximately $10,760, or approximately $0.013 per share. Consequently, (i) our sponso
• $650,000 — ment for an aggregate purchase price of $650,000 (or $687,500 if the underwriter's over-

Filing Documents

• stonebridgeacq2_s1a3.htm (S-1/A) — 2181KB
• stonebridgeacq2_ex3-2.htm (EX-3.2) — 409KB
• stonebridgeacq2_ex4-4.htm (EX-4.4) — 53KB
• stonebridgeacq2_ex10-11.htm (EX-10.11) — 89KB
• stonebridgeacq2_ex23-1.htm (EX-23.1) — 2KB
• img_001.jpg (GRAPHIC) — 9KB
• img_002.jpg (GRAPHIC) — 4KB
• 0001829126-25-006654.txt ( ) — 2753KB

From the Filing

As filed with the Securities and Exchange Commission on August 22, 2025. Registration No. 333-286983 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 StoneBridge Acquisition II 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: Kelvin Kesse Kesse PLLC 845 Texas Ave, Suite 200 Houston, Texas 77002 Tel: (346) 348-0239 Simon Raftopoulos Alexandra Low Appleby (Cayman) Ltd. 9th Floor, 60 Nexus Way Camana Bay Grand Cayman, KY1-1104 Tel: (345) 949-4900 Mitchell S. Nussbaum David J. Levine Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 Tel: (212) 407-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 filed pursuant to Rule 462(c) 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 filed 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. Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company 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 7(a)(2)(B) of the Securities Act. 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. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS $50,000,000 StoneBridge Acquisition II Corporation 5,000,000 Units StoneBridge Acquisition II Corporation is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any industry or geographic location, we in

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