Amended Current Report Filing (8-k/a)
January 27 2023 - 5:01AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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 26, 2023 (January 20, 2023)
StoneBridge
Acquisition Corporation
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-40613 |
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N/A |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(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) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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 |
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Trading
Symbol(s) |
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Name of each exchange on
which registered |
Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant |
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APACU |
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The Nasdaq Stock Market LLC |
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Class A ordinary shares par value $0.0001 per share |
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APAC |
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The Nasdaq Stock Market LLC |
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Warrants, each exercisable for one Class A ordinary share for $11.50 per share |
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APACW |
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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.
EXPLANATORY NOTE
On January 23, 2023, StoneBridge
Acquisition Corporation filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange
Commission. This Amendment No. 1 to the Original Form 8-K amends and restates the Original Form 8-K in its entirety and updates Exhibit
3.1 to include the Registered Office Certificate in connection with the Extension Amendment (as defined below) and corrects the following
typographical errors: (1) the amount in the Trust Account (as defined below) post-redemptions, (2) the redemption price per share and
(3) the aggregate redemption amount. All other information in the Original Form 8-K remains unchanged.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The
information included in Item 5.07 is incorporated by reference in this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 20, 2023, StoneBridge Acquisition Corporation,
a Cayman Islands exempted company, limited by shares (the “Company” or “StoneBridge”) held an extraordinary
general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 19,529,339 ordinary shares,
comprised of 14,529,339 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and 5,000,000
Class B ordinary shares, par value $0.0001 per share (together with Class A Ordinary Shares, the “Ordinary Shares”),
were present in person or by proxy, representing approximately 78.12% of the voting power of the 25,000,000 issued and outstanding Ordinary
Shares of StoneBridge (“Outstanding Shares”) entitled to vote at the Extraordinary General Meeting as of the close
of business on January 9, 2023, which was the record date for the Extraordinary General Meeting.
In connection with the Extraordinary General Meeting,
shareholders properly elected to redeem an aggregate of 16,988,575 Class A Ordinary Shares at a redemption price of approximately $10.318
per share (the “Redemption”), for an aggregate redemption amount of approximately $175,285,891.68. Following such redemptions,
approximately $31,071,488.75 will remain in the StoneBridge trust account (the “Trust Account”), not including the
Extension Payment of $150,000 made by the Sponsor, as described below.
At the Extraordinary General Meeting, the Company’s
shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension
Amendment”) to give the Company the right to extend the date by which it has to consummate a business combination from January
20, 2023 up to 6 times for an additional one (1) month each time up to July 20, 2023 (i.e., for a period of time ending up to 24 months
after the consummation of its initial public offering) (such proposal, the “Extension Amendment Proposal”).
The following is a tabulation of the votes with
respect to the Extension Amendment Proposal, which was approved by the Company’s shareholders:
Ordinary Shares
Votes For |
|
Ordinary Shares
Votes Against |
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Ordinary Shares
Abstentions |
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19,407,882 |
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302 |
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121,155 |
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A
copy of the Extension Amendment as adopted on January 20, 2023 by special resolution of the shareholders is attached to this Current
Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
As a result of the approval of the Extension Amendment
Proposal, the Company’s sponsor (or one or more of its affiliates or third-party designees) (the “Sponsor”) has
made a deposit (the “Extension Payment”) into the Trust Account in the amount of $150,000, which was equal to $0.05
for each Class A Ordinary Share outstanding after giving effect to the Redemption in an amount not to exceed $150,000, in exchange for
a non-interest bearing, unsecured promissory note issued by StoneBridge to the Sponsor that will not be repaid in the event that the Company
is unable to close a business combination unless there are funds available outside the trust account to do so.
Item 9.01 Financial Statements and Exhibits.
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.
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StoneBridge Acquisition Corporation |
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By: |
/s/ Bhargava Marepally |
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Name: |
Bhargava Marepally |
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Title: |
Chief Executive Officer |
Date: January 26, 2023
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