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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 17, 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 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 17, 2024, 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 5,025,344
ordinary shares, comprised of 25,344 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”),
and 5,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares,” together with the
Class A Ordinary Shares, the “Ordinary Shares”), were present in person or by proxy, representing approximately 67.67%
of the 7,425,969 issued and outstanding Ordinary Shares of StoneBridge.
In connection with the Extraordinary
General Meeting, shareholders properly elected to redeem an aggregate of 210,813 Class A Ordinary Shares at a redemption price of approximately
$11.36 per share, for an aggregate redemption amount of $2,395,232.96. Following such redemptions, approximately $25,168,346.58 will
remain in the StoneBridge trust account (the “Trust Account”), not including the Extension Payment (as defined below)
of $55,378.90 made by the Sponsor, as described below.
| 1. | Extension Amendment Proposal |
At the Extraordinary General
Meeting, the Company’s shareholders approved the proposal (the “Extension Amendment Proposal”) to amend the
Company’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, by depositing into the Trust Account, for each one-month extension, $0.025
for each Class A Ordinary Share outstanding (the “Extension Payment”) after giving effect to redemptions.
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 |
|
Ordinary Shares
Abstentions |
|
5,000,390 |
|
24,954 |
|
0 |
|
Shareholders approved the
proposal (the “NTA Amendment Proposal”) to 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 to not become subject to the “penny stock” rules of the United
States Securities and Exchange Commission. The NTA Amendment Proposal received the following votes:
Ordinary Shares
Votes For |
|
Ordinary Shares
Votes Against |
|
Ordinary Shares
Abstentions |
|
5,025,341 |
|
3 |
|
0 |
|
A copy of the amendment to
the Articles of Association as adopted on January 17, 2024, 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 and NTA Amendment Proposal, the Company’s sponsor (or one or more of its affiliates or third-party
designees) (the “Sponsor”) deposited an Extension Payment into the Trust Account on January 18, 2024 in the amount
of $55,378.90 (which was equal to $0.025 for each Class A Ordinary Share outstanding, and not redeemed in connection with the Extension
Amendment Proposal and NTA Amendment Proposal) in exchange for a non-interest-bearing, unsecured promissory note issued by the Company
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. The Extension Payment extended the date by which the Company must consummate a business
combination from January 20, 2024 to February 20, 2024.
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.
|
StoneBridge Acquisition Corporation |
|
|
|
By: |
/s/ Bhargav Marepally |
|
Name: |
Bhargav Marepally |
|
Title: |
Chief Executive Officer |
Date: January 23, 2024
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
STONEBRIDGE ACQUISITION CORPORATION
RESOLVED, as a special resolution,
that the Amended and Restated Memorandum and Articles of Association of the Company be amended by:
|
a) |
the deletion of the existing definition of article 49.7 in its entirety and the insertion of the following language in its place: |
“The Company will have 30 months from the
consummation of the IPO to consummate a Business Combination. If the Directors anticipate that the Company may not be able to consummate
a Business Combination within 30 months from consummation of the IPO, the Sponsor or its affiliates or designees may, but are not obligated
to, extend the period of time to consummate a Business Combination six times by an additional month each time (for a total of up to 36
months to complete a business combination); provided that, the Sponsor or its affiliates or designees, upon five days’ advance notice
prior to the applicable deadline, shall deposit into the trust account $0.025 for each Class A ordinary share outstanding after giving
effect to the Redemption on or prior to the date of the applicable deadline. In the event that the Sponsor or its affiliates or designees
elect to extend the time to complete a Business Combination and deposit the applicable amount of money into trust, the Sponsor or its
affiliates or designees would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit 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. In the event that the Company receives notice from our Sponsor or its affiliates or designees five days prior to the
applicable deadline of its intent to effect an extension, the Company will issue a press release announcing such intention at least three
days prior to the applicable deadline. The Company will also issue a press release the day after the applicable deadline announcing whether
the funds had been timely deposited. Neither the Sponsor nor its affiliates or designees are obligated to fund the trust account to extend
the time for the Company to complete the Business Combination.”
|
b) |
the deletion of the following language in article 49.2: |
“… provided, in each case,
that the Company shall not redeem or repurchase Public Shares in an amount that would cause the Company’s net tangible assets to
be less than US$5,000,001.”
|
c) |
the deletion of the following language in article 49.4: |
“…provided that the Company shall not consummate
such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation
of, [or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.]”
|
d) |
the deletion of the following language in article 49.5: |
“The Company shall not redeem
Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the "Redemption
Limitation").”
|
e) |
the deletion of the following language in article 49.9: |
“The Company’s ability
to provide such redemption in this Article is subject to the Redemption Limitation.”
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