APAC 10-Q
StoneBridge Acquisition II Corp (APAC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from ____________ to ____________
Commission File Number:
(Exact name of registrant as specified in its charter)
| N/A | ||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
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 | ☐ | ||
| ☒ | 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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒
As of May 15, 2026, the registrant had a total of Class A ordinary shares, $0.0001 par value, issued and outstanding, and Class B ordinary shares, $0.0001 par value, issued and outstanding.
STONEBRIDGE ACQUISITION II CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
STONEBRIDGE ACQUISITION II CORPORATION
INDEX TO FINANCIAL STATEMENTS
1
STONEBRIDGE ACQUISITION II CORPORATION
CONDENSED Balance Sheets
| March 31, 2026 (Unaudited) |
December 31, 2025 (Audited) |
|||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses – current portion | ||||||||
| Total Current Assets | ||||||||
| Investments held in Trust Account | ||||||||
| Other long-term assets – prepaid insurance | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Loan from sponsor | ||||||||
| Due to related parties | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | ||||||||
| Class A ordinary shares subject to possible redemption, $ par value; shares issued and outstanding at redemption value of $ per share | $ | |||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Preference shares, $ par value; shares authorized; issued or outstanding | ||||||||
| Class A ordinary shares; $ par value; shares authorized; issued and outstanding (excluding 5,750,000 shares subject to possible redemption) | ||||||||
| Class B ordinary shares; $ par value; shares authorized; issued and outstanding(1)(2) | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ||||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| (1) | | |
| (2) | |
The accompanying notes are an integral part of these condensed financial statements.
2
STONEBRIDGE ACQUISITION II CORPORATION
CONDENSED
Statements of Operations
(UNAUDITED)
| For the three months ended March 31, 2026 |
For the three months ended March 31, 2025 |
|||||||
| EXPENSES | ||||||||
| General and administrative expenses | $ | $ | ||||||
| OTHER INCOME | ||||||||
| Interest income | ||||||||
| Interest income on investments in Trust Account | ||||||||
| Dividend income on investments in Trust Account | ||||||||
| NET INCOME | ||||||||
| Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | ||||||||
| Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $ | |||||||
| Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares | - | |||||||
| Basic and diluted net income per share, non-redeemable Class A ordinary shares | $ | |||||||
| Basic and Diluted weighted average shares outstanding, Class B ordinary shares(1)(2) | ||||||||
| Basic and Diluted net income per share, non-redeemable Class B ordinary shares | $ | $ | ||||||
| (1) |
|
|
(2)
|
|
The accompanying notes are an integral part of these condensed financial statements.
3
STONEBRIDGE ACQUISITION II CORPORATION
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026
| Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated surplus |
Total Shareholders’ |
||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | (deficit) | Equity | ||||||||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Remeasurement for Class A ordinary shares to redemption value | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Net income for the period | - | - | ||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2025
| Class B Ordinary shares |
Additional Paid-In |
Accumulated | Total Shareholders’ |
|||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance as of January 1, 2025(1)(2) | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Net income | - | |||||||||||||||||||
| Balance as of March 31, 2025(2) | $ | $ | $ | ( |
) | $ | ||||||||||||||
| (1) | | |
| (2) | |
The accompanying notes are an integral part of these condensed financial statements.
4
STONEBRIDGE ACQUISITION II CORPORATION
CONDENSED
Statements of Cash Flows
(UNAUDITED)
| For the three months ended March 31, 2026 |
For the three months ended March 31, 2025 |
|||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Dividend income on Investments Held in Trust Account | ( |
) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable | ||||||||
| Due to related parties | ( |
) | ||||||
| Prepaid expenses | ( |
) | ||||||
| Net cash flows used in operating activities | ( |
) | ( |
) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from notes payable - related party | ||||||||
| Payment of deferred offering costs | ( |
) | ||||||
| Net cash flows provided by investing activities | ||||||||
| NET CHANGE IN CASH | ( |
) | ||||||
| CASH, BEGINNING OF PERIOD | ||||||||
| CASH, END OF PERIOD | $ | $ | ||||||
| Supplemental disclosure of noncash activities: | ||||||||
| Payment of deferred offering costs by note payable - related party | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements.
5
STONEBRIDGE ACQUISITION II CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31,
2026
(UNAUDITED)
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
StoneBridge Acquisition II Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 19, 2024. The Company was 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 (“Business Combination”). The Company has not yet selected any Business Combination target.
The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of March 31, 2026, the Company had not commenced any operating activities. All activity for the three months ended March 31, 2026 and the three months ended March 31, 2025 relates to the Company’s formation, completion of its private placement financing and the completion of its initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income earned on investments held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end.
On October 1, 2025, the Company consummated
the Initial Public Offering of units
(the “Public Units” and, with respect to the Class A ordinary shares included in the Public Units, the
“Public Shares”), which included the full exercise by the underwriter of its over-allotment option in the amount
of Public
Units, at $ per
Public Unit, generating gross proceeds of $
Simultaneously with the consummation of the
Initial Public Offering and exercise of over-allotment option, the Company consummated a private placement (the “Private
Placement”) of units
(the “Private Units”) to the Sponsor and certain investors, at a price of $ per
Private Unit, generating total proceeds of $
Transaction costs for the Initial Public Offering amounted to $
In conjunction with the Initial Public Offering and exercise of over-allotment option, the Company issued to the underwriter Class A ordinary shares as partial consideration for its services as underwriter in the Initial Public Offering (the “Representative Shares”). The fair value of the Representative Shares, determined to be $ (230,000 shares at the $10.00 Initial Public Offering price per share), accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
6
In connection with the closing of the Initial Public Offering and the Private Placement, the Company deposited $
The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of an initial Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. Each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. The Class A ordinary shares are recorded at redemption value and classified as temporary equity in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
If the Company seeks shareholder approval in connection with an initial Business Combination, it will complete its initial Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with an initial Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving the Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve the Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of an initial Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed to (i) waive its redemption rights with respect to its private placement shares in connection with the completion of an initial Business Combination, (ii) waive its redemption rights with respect to its private placement shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company fails to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering (or up to 24 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate an initial Business Combination by the full amount of time, as described in more detail below) or such earlier liquidation date as the Company’s board of directors may approve or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its private placement shares if the Company fails to complete the initial Business Combination within the prescribed timeframe. In addition, the Sponsor has agreed to vote any private placement shares held by it in favor of the initial Business Combination.
7
The Company will have until 18 months from
the closing of the Initial Public Offering (or April 1, 2027) or until such earlier liquidation date as the Company’s
board of directors may approve, to consummate the Company’s initial Business Combination. However, if the Company anticipates
that it may not be able to consummate its initial Business Combination within such 18 months, it may extend the period of time to
consummate an initial Business Combination up to two times, each by an additional three months (for a total of up to 24 months, or
until October 1, 2027, to complete a Business Combination) (such 18-month period, as may be extended to 24 months, the
“Completion Window”). The aforementioned extensions do not require shareholder approval. In order to extend the time
available for the Company to consummate its initial Business Combination, the Sponsor or its affiliates or designees, upon five days
advance notice prior to the applicable deadline, must deposit into the Trust Account $
The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Completion Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Completion Window.
The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern Considerations
As of March 31, 2026, the Company had a
cash balance of $
8
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the escalation of the Israel-Hamas conflict, and the recent military conflict involving Iran and certain regional and international actors. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.
In addition, tensions in the Middle East have increased significantly due to the escalation of the Israel-Hamas conflict and the subsequent expansion of hostilities involving Iran, Israel, the United States and other regional actors. Military operations, retaliatory strikes and related security incidents have occurred across several countries in the region, including attacks on military installations, energy infrastructure and shipping routes in the Persian Gulf and surrounding areas. These developments have contributed to heightened geopolitical tensions, disruptions to global shipping and energy markets, and increased volatility in commodity prices and financial markets.
Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the escalation of the Israel-Hamas conflict and the expansion of regional hostilities involving Iran, and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of these conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions, disruptions to global energy and shipping routes, and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict, the expansion of hostilities involving Iran and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements as of December 31, 2025 and for the year then ended, included in the Company’s Annual Report on Form 10-K filed with the SEC. The interim results for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.
9
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $
Investment in Trust Account
In connection with the closing of the Company’s Initial Public Offering and Private Placement, the Company deposited $
The amounts held in the Trust Account are restricted and may be released only upon the earlier of (i) the completion of an initial Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s public shareholders, subject to applicable law. As of March 31, 2026 and December 31, 2025, the assets held in Trust Account, amounting to $
10
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — Expenses of Offering. Deferred offering costs consist of legal and other costs (including underwriting discounts and commissions) that were incurred in connection with the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated surplus (deficit). Accordingly, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
11
| Gross proceeds | $ | |||
| Less: | ||||
| Proceeds allocated to Public Rights | ( |
) | ||
| Class A ordinary shares issuance cost | ( |
) | ||
| Plus: | ||||
| Remeasurement of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, October 1, 2025 | ||||
| Plus: | ||||
| Remeasurement of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, December 31, 2025 | $ | |||
| Plus: | ||||
| Remeasurement of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, March 31, 2026 | $ |
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented.
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares:
| Three Months Ended March 31, 2026 |
Three Months Ended |
|||||||||||||||
| Class A Redeemable |
Class A Non-redeemable |
Class B Non-redeemable |
Class B Non-redeemable |
|||||||||||||
| Basic and diluted net income per ordinary shares: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income, basic and diluted | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average ordinary shares outstanding | ||||||||||||||||
| Basic and diluted net income per ordinary share | $ | $ | $ | $ | ||||||||||||
12
Income Taxes
The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction.
The Company may be subject to potential examination by taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months.
There is currently no taxation imposed by the Government of the Cayman Islands for the period presented.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriter’s over-allotment option was fully exercised at the time of the Initial Public Offering and therefore the Company did not have any derivative financial instruments outstanding as of March 31, 2026 and December 31, 2025.
The Company accounts for the Public Rights (as defined in Note 3) and Private Rights (as defined in Note 4) issued in connection with the Initial Public Offering, and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment at its assigned value.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. The Company adopted ASU 2023-07, Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures, effective for interim periods beginning after December 15, 2024; as the Company operates as a single reportable segment, adoption had no material impact. The Company adopted ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures, effective January 1, 2026; given the Company is incorporated in the Cayman Islands and is not subject to income taxes, this standard had no impact on the financial statements. ASU 2024-03, Income Statement — Expense Disaggregation Disclosures, is effective for annual periods beginning after December 15, 2026 and is not expected to have a material effect on the Company’s financial statements.
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NOTE 3 — PUBLIC OFFERING
Pursuant to the Initial Public Offering on
October 1, 2025, the Company sold Public
Units, which included the full exercise by the underwriter of the over-allotment option in the amount of Public
Units at a price of $ per
Public Unit, generating total gross proceeds of $
Each Public Unit consists of one Class A ordinary share and one right (the “Public Right”). Each Public Right entitles the holder to purchase one-tenth (1/10) of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. The Company will not issue fractional shares. As a result, the holder must hold Public Rights in multiples of 10 in order to receive shares for all of their Public Rights upon closing of an initial Business Combination.
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of Private Units, at a price of $ per Private Unit generating gross proceeds of $
The Sponsor, and officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, private placement shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of ordinary shares or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares and private placement shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.
NOTE 5 — RELATED PARTY TRANSACTIONS
Founder Shares
On August 27, 2024, the Sponsor paid $
In February 2026, the Sponsor transferred
Founder Shares to four independent directors of the Company as a one-time equity grant for their services on the Company’s
board of directors and committees thereof, as follows: (i)
Founder Shares to Richard Saldanha; (ii)
Founder Shares to Joel Huffman; (iii)
Founder Shares to Roshan Boodhoo; and (iv)
Founder Shares to Mahboob Subuhani Mohamed Mohideen. The shares vest only upon the consummation of an initial Business Combination
and subject to the director’s continued service through such date, and are subject to return to the Sponsor if such event does not occur.
As of March 31, 2026, no compensation expense has been recognized as the vesting condition is not yet considered probable. Following
such transfers, the Sponsor held
Founder Shares, certain third-party investors collectively held
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The Sponsor and the Company’s independent directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) six months after the completion of an initial Business Combination; and (B) subsequent to an initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 75 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Promissory Note - Sponsor
On August 1, 2024, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $
Transfer of Founder Shares by Sponsor
As discussed under “—Founder Shares,” on
February 5, 2026, the Company’s board of directors approved the grant, and transfer by the Sponsor, of an aggregate of Class
B ordinary shares then held by the Sponsor, to each of four independent members of the Company’s board of directors, as a
one-time equity grant for their respective services on the Company’s board of directors and committees thereof. The Class
B ordinary shares were transferred to the independent members of the Company’s board of directors by the Sponsor from existing
Class B ordinary shares then held by the Sponsor. The shares vest only upon the consummation of an initial Business Combination and subject to the director’s continued service through
such date, and are subject to return to the Sponsor if such event does not occur.
Due to related parties
In October 2025, in connection with the Private Placement, certain Founder Shares were purchased by third-party investors from the Company following the forfeiture of such shares by the Sponsor. The Company recorded amounts payable to related parties representing proceeds from these share sales that were temporarily retained by the Company.
As of March 31, 2026, and December 31, 2025, the Company had an outstanding balance of $
Administrative Support Services
Commencing on the closing of the Initial Public
Offering, the Company has agreed to pay an affiliate of the Sponsor a total of $
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $
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NOTE 6 — COMMITMENTS
Registration Rights
The holders of the (i) Founder Shares, (ii) Private Units issued in the Private Placement and the Class A ordinary shares underlying such Private Units, and (iii) any units (and underlying Class A ordinary shares) that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering and Private Placement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain piggy-back registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company bears the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
In connection with the Initial Public Offering completed in October 2025, the Company granted the underwriter a 45-day option to purchase up to additional Public Units to cover over-allotments at the Initial Public Offering price, less underwriting commissions. The underwriter’s over-allotment option was exercised in full.
Rights — If the Company enters into a definitive agreement for a Business Combination in which the Company will be the surviving entity, each holder of a right will receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Company’s initial Business Combination, even if the holder of such right redeemed all ordinary shares held by him, her or it in connection with the initial Business Combination or an amendment to the Company’s amended and restated memorandum and articles of association with respect to the Company’s pre-Business Combination activities. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional ordinary shares upon consummation of an initial Business Combination as the consideration related thereto has been included in the unit purchase price paid for by investors in the Initial Public Offering. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).
If the Company enters into a definitive agreement for a Business Combination in which it will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into Class A ordinary share basis, and each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the Business Combination. More specifically, the right holder will be required to indicate his, her or its election to convert the rights into underlying shares as well as to return the original rights certificates to the Company. In the event that the Company is not the surviving entity upon the consummation of the Company’s initial Business Combination, and there is no effective registration statement for the offering of the shares underlying the rights, the rights may expire worthless.
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If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.
As soon as practicable upon the consummation of the Company’s initial Business Combination, the Company will direct registered holders of the rights to return their rights to the Company’s rights agent. Upon receipt of the rights, the rights agent will issue to the registered holder of such right(s) the number of full ordinary shares to which he, she or it is entitled. The Company will notify registered holders of the rights to deliver their rights to the rights agent promptly upon consummation of such Business Combination and have been informed by the rights agent that the process of exchanging their rights for ordinary shares should take no more than a matter of days. The foregoing exchange of rights is solely ministerial in nature and is not intended to provide the Company with any means of avoiding its obligation to issue the shares underlying the rights upon consummation of the Company’s initial Business Combination. Other than confirming that the rights delivered by a registered holder are valid, the Company will have no ability to avoid delivery of the shares underlying the rights. Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.
Although a company incorporated in the Cayman Islands may issue fractional shares, it is not the Company’s intention to issue any fractional shares upon conversions of the rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of his, her or its rights, the Company will reserve the option, to the fullest extent permitted by the amended and restated memorandum and articles of association, the Companies Act and other applicable law, to deal with any such fractional entitlement at the relevant time as the Company sees fit, which would include the rounding down of any entitlement to receive ordinary shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant rights, such that value received on exchange of the rights may be considered less than the value that the holder would otherwise expect to receive. All holders of rights shall be treated in the same manner with respect to the issuance of shares upon conversions of the rights.
The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each Class A ordinary share issuable in respect of the rights.
As of March 31, 2026, and December 31,
2025, there were a total of
NOTE 7 — SHAREHOLDER’S EQUITY
Preference Shares — The Company is authorized to issue preference shares with a par value of $ per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2026, and December 31, 2025, there were preference shares issued or outstanding.
Class A Ordinary Shares — The Company is authorized to issue Class A ordinary shares, with a par value of $ per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of March 31, 2026, shares of Class A ordinary shares were issued and outstanding, excluding shares subject to possible redemption. At December 31, 2025, shares of Class A ordinary shares were issued and outstanding, excluding shares subject to possible redemption.
Class B Ordinary Shares — The Company is authorized to issue Class B ordinary shares, with a par value of $ per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of March 31, 2026 and December 31, 2025, there were Class B ordinary shares issued and outstanding (see Note 5). No Class B ordinary shares are subject to forfeiture, as the underwriter’s over-allotment option was exercised in full in connection with the Initial Public Offering. As a result, the Founder Shares collectively represented approximately 23.8% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering.
In February 2026, the Sponsor transferred Founder Shares to four independent directors of the Company, with each director receiving Founder Shares. The shares vest only upon the consummation of an initial Business Combination and subject to the director’s continued service through such date, and are subject to return to the Sponsor if such event does not occur. As of March 31, 2026, no compensation expense has been recognized as the vesting condition is not yet considered probable.
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Following such transfers, the Sponsor held
Founder Shares, certain third-party investors collectively held
Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the initial Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of all ordinary shares issued and outstanding upon the completion of the Business Combination (excluding the Class A ordinary shares underlying the Private Units and the Representative Shares).
NOTE 8 — SEGMENT INFORMATION
ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:
| For the three months ended March 31, 2026 |
For the three months ended March 31, 2025 |
|||||||
| Cash | $ | $ | ||||||
| Investments held in trust account | $ | |||||||
| General and administrative expenses | $ | |||||||
| Interest income | $ | $ | ||||||
| Dividend income on investments in trust account | $ | |||||||
The CODM reviews cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
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NOTE 9 — FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
| Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
The following tables present information about the Company’s assets that are measured at fair value on March 31, 2026 and December 31, 2025, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| March 31, 2026 | ||||||||||||
| (Level 1) | (Level 2) | (Level 3) | ||||||||||
| Assets: | ||||||||||||
| Investments held in Trust Account | $ | $ | $ | |||||||||
| December 31, 2025 | ||||||||||||
| (Level 1) | (Level 2) | (Level 3) | ||||||||||
| Assets: | ||||||||||||
| Investments held in Trust Account | $ | $ | $ | |||||||||
The fair value of the Public Rights issued in the Initial Public Offering is $, or $ per Public Right. The Public Rights issued in the Initial Public Offering have been classified within shareholders’ equity and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights issued in the Initial Public Offering:
| March 31, 2026 |
December 31, 2025 |
|||||||
| Expected term to De-SPAC (Years) | $ | $ | ||||||
| Probability of De-SPAC and instrument-specific market adjustment | % | % | ||||||
| Risk-free rate (continuous) | $ | $ | ||||||
| Implied share price | $ | $ | ||||||
NOTE 10 — SUBSEQUENT EVENTS
On May 8, 2026, Richard Saldanha resigned as a member of the Company’s board of directors and all committees thereof, effective immediately. As a consequence of Mr. Saldanha’s resignation, the Class B ordinary shares previously granted to Mr. Saldanha were automatically returned to the Sponsor in accordance with the terms of the applicable grant agreement. The Company has evaluated subsequent events through the date these unaudited condensed financial statements were available to be issued and, other than the foregoing, has not identified any events requiring adjustment or disclosure.. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
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Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, or this Report, contains forward-looking statements within the meaning of Section 21E of the Exchange Act, which are subject to the safe harbor created thereby. All statements contained in this Report other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, business operations and objectives, and financial needs. We may not actually achieve the plans, intentions, or expectations disclosed in, or implied by, our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks and uncertainties set forth under the heading “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025, or our 2025 Annual Report, filed with the U.S. Securities and Exchange Commission, or the SEC, and in any subsequent filings we make with the SEC.
Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We are 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 Report as our initial business combination. We may pursue an initial business combination target in any industry and geographic location. As of the date of the filing of this Report, we have not selected any specific business combination target. While we may pursue an initial business combination target in any industry or geographic location, we intend to focus our search on international businesses that would benefit in valuation arbitrage by going public in the United States on a U.S. national securities exchange. We currently intend to focus our search for an initial business combination target in the following key verticals: (i) Electronic Commerce, (ii) Financial Technology, (iii) Software as a Service, (iv) Renewable Energy, (v) Mining, and (vi) Information Technology, or IT, and IT-Enabled Services. Our current intended geographic focus is the Asia-Pacific, and the Europe, Middle East and Africa, regions.
On October 1, 2025, we consummated our, initial public offering, or our Initial Public Offering, of 5,750,000 units, or the Public Units, including 750,000 Public Units issued upon the full exercise of the underwriter’s over-allotment option. Each Public Unit consisted of one Class A ordinary share, $0.0001 par value per share, or Class A Ordinary Share, and one right, or Public Right, with each one Public Right entitling the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of our initial business combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000. In connection with the Initial Public Offering, we also issued 230,000 Class A Ordinary Shares, or the Representative Shares, to a designee of the underwriter in our Initial Public Offering, as part of the underwriting compensation in our Initial Public Offering.
Simultaneously with the closing of our Initial Public Offering, pursuant to a units purchase agreement between us and StoneBridge Acquisition Sponsor II LLC, or our sponsor, and certain subscription agreements between us and certain at-risk capital investors, we completed the private sale, or the Private Placement, of an aggregate of 153,750 units, or the Private Units, at a price of $10.00 per Private Unit, generating aggregate gross proceeds of $1,537,500. Each Private Unit consisted of one Class A Ordinary Share and one right, or Private Right, with each one Private Right entitling the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of our initial business combination. No underwriting discounts or commissions were paid with respect to such sale.
We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering and the Private Placement, our shares, debt or a combination of cash, shares and debt.
We have until the date that is 18 months from the closing of our Initial Public Offering (or April 1, 2027) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within such 18 months, we may extend the period of time to consummate an initial business combination up to two times, each by an additional three months (for a total of up to 24 months, or until October 1, 2027, to complete an initial business combination). The aforementioned extensions do not require shareholder approval. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement between us and Continental Stock Transfer & Trust Company, or Continental, entered into in connection with our Initial Public Offering, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account established in connection with our Initial Public Offering, or the Trust Account, $575,000 ($0.10 per share) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $1,150,000, or $0.20 per share, if we extend for the full six months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination, and then only from the amount remaining in the Trust Account after redemptions in connection with our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us after redemptions in connection with our initial business combination. If we do not complete a business combination, we will not repay such loans. Our sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our initial business combination.
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If we anticipate that we may be unable to consummate our initial business combination within the deadlines described in the immediately preceding paragraph, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. If we seek shareholder approval for an extension, holders of our public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or vote against, such amendment, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (net of income taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of our public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (net of income taxes payable and less up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to other requirements of applicable law.
Following the closing of our Initial Public Offering and the Private Placement, an amount of $57,500,000 ($10.00 per unit) from the net proceeds of the sale of the Public Units in our Initial Public Offering and the Private Units in the Private Placement was placed in the Trust Account. The funds in the Trust Account have been, and will be, invested or held only in (i) U.S. government treasury obligations with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the U.S. Investment Company Act of 1940, as amended, or the Investment Company Act, which invest only in direct U.S. government treasury obligations, or (ii) an interest bearing bank demand deposit account or other accounts at a bank. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, if any), to complete our initial business combination.
Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, if any, the proceeds from our Initial Public Offering and Private Placement held in the Trust Account will not be released until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
We have incurred and expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since June 19, 2024 (the date of our inception) through March 31, 2026 were organizational activities, those necessary to prepare for our Initial Public Offering, and subsequent to our Initial Public Offering, identifying a target company for a business combination. We will not generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income from the proceeds derived from our Initial Public Offering and the Private Placement held in the Trust Account. We incur, and expect to continue to incur, expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.
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For the three months ended March 31, 2026, we had net income of $387,601, which consisted of interest income and dividend income on investments on funds held in the Trust Account, partially offset by general and administrative expenses of $126,942.
For the three months ended March 31, 2025, we had net income of $20, which consisted solely of bank interest income. As we had not yet commenced our Initial Public Offering during that period, no operating expenses were recognized.
Liquidity and Capital Resources
Until the consummation of our Initial Public Offering, our only source of liquidity was an initial purchase of founder shares by our sponsor and advances from our sponsor.
On October 1, 2025, we consummated our Initial Public Offering of 5,750,000 Public Units, including 750,000 Public Units issued upon the full exercise of the underwriter’s over-allotment option, at a price of $10.00 per Public Unit, generating gross proceeds of $57,500,000. Simultaneously with the closing of our Initial Public Offering, we completed the Private Placement of an aggregate of 153,750 Private Units, at a price of $10.00 per Private Unit, generating aggregate gross proceeds of $1,537,500.
Following the closing of our Initial Public Offering and the Private Placement, an amount of $57,500,000 ($10.00 per unit) from the net proceeds of the sale of the Public Units in our Initial Public Offering and the Private Units in the Private Placement was placed in the Trust Account.
Transaction costs relating to our Initial Public Offering amounted to $3,063,880, consisting of $287,500 of cash underwriting commissions, $2,300,000 of fair value of the Representative Shares issued to the underwriter’s designee, and $476,380 of other offering costs.
For the three months ended March 31, 2026, net cash used in operating activities was $174,132. The operating cash outflows consisted primarily of payments for professional services including legal, accounting, audit, and administrative support fees, partially offset by trust interest and dividend income received in the operating account. For the three months ended March 31, 2025, net cash used in operating activities was $6,360, consisting of payments for operating expenses and administrative support fees.
For the three months ended March 31, 2026, there were no financing activities. For the three months ended March 31, 2025, net cash provided by financing activities was $6,380, consisting of proceeds from a promissory note from our sponsor, partially offset by payment of deferred offering costs.
For the three months ended March 31, 2026 and 2025, there were no investing activities.
As of March 31, 2026, we had assets held in the Trust account of $58,558,815, consisting of money market funds. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of interest earned on the Trust Account that may be released to us to pay our taxes, if any, to complete our initial business combination. To the extent that our equity or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business, make other acquisitions and pursue our growth strategies.
As of March 31, 2026, we had cash of $329,698. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay for directors and officers liability insurance premiums. We could use a portion of the funds held outside the Trust Account to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.
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In order to finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts at that time. Up to $1,500,000 of such working capital loans may be converted into units of the post-business combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. As of March 31, 2026, we had no borrowings under the working capital loans.
We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in the Trust Account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our Initial Public Offering and Private Placement, and, as a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the Trust Account.
Going Concern Consideration
As of March 31, 2026, our cash balance was $329,698 and we had working capital of $422,164. We have not commenced any operating activities and do not generate operating revenues. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition strategy and in connection with identifying and consummating an initial business combination. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed financial statements included in this Report are issued. There is no assurance that our plans to consummate an initial business combination will be successful or successful within the completion window. The unaudited condensed financial statements included in this Report do not include any adjustments that might result from our inability to consummate an initial business combination to continue as a going concern.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Related Party Transactions
Refer to “Note 5—Related Party Transactions” in the unaudited condensed financial statements contained elsewhere in this Report.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our sponsor a fee of $10,000 per month for administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No amounts were incurred or accrued under this arrangement as of March 31, 2026.
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Our sponsor had agreed to loan us an aggregate of up to $800,000 to be used for a portion of the expenses of our Initial Public Offering. The loan was non-interest bearing and unsecured. The loan was evidenced by a promissory note, and was payable on the earlier of December 31, 2025 or the date on which we consummated an initial public offering of our securities. In connection with the completion of our Initial Public Offering, we repaid substantially all amounts outstanding under the promissory note. As of March 31, 2026, an amount of $22 remained outstanding under the promissory note. Borrowings under the promissory note are no longer available.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could materially differ from those estimates. See Note 2 to our unaudited condensed financial statements included elsewhere in this Report.
Class A Ordinary shares subject to possible redemption
Our public shares contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, or if there is a shareholder vote or tender offer in connection with our initial business combination. In accordance with ASC 480-10-S99, we classify our public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within our control. We recognize changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of our Initial Public Offering, we recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated surplus (deficit). Accordingly, as of March 31, 2026, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet. As of March 31, 2026, the Class A Ordinary Shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | $ | 57,500,000 | ||
| Less: | ||||
| Proceeds allocated to Public Rights | (1,035,000 | ) | ||
| Class A Ordinary Shares issuance cost | (3,063,880 | ) | ||
| Plus: | ||||
| Remeasurement of carrying value to redemption value | 4,098,880 | |||
| Class A Ordinary Shares subject to possible redemption, October 1, 2025 | 57,500,000 | |||
| Plus: | ||||
| Remeasurement of carrying value to redemption value | 548,399 | |||
| Class A Ordinary Shares subject to possible redemption, December 31, 2025 | $ | 58,048,399 | ||
| Plus: | ||||
| Remeasurement of carrying value to redemption value | 510,416 | |||
| Class A Ordinary Shares subject to possible redemption, March 31, 2026 | $ | 58,558,815 |
Net Income Per Ordinary Share
We have two classes of shares, being Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, or Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. We comply with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. We did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the year presented.
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The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares:
| Three Months Ended March 31, 2026 |
Three Months Ended March 31, 2025 |
|||||||||||||||
| Class A Redeemable |
Class A Non-redeemable |
Class B Non-redeemable |
Class B Non-redeemable |
|||||||||||||
| Basic and diluted net income per ordinary shares: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income, basic and diluted | $ | 276,843 | $ | 18,476 | $ | 92,281 | $ | 20 | ||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average ordinary shares outstanding | 5,750,000 | 383,750 | 1,916,667 | 1,666,667 | ||||||||||||
| Basic and diluted net income per ordinary share | $ | 0.05 | $ | 0.05 | $ | 0.05 | $ | 0.00 | ||||||||
Derivative Financial Instruments
We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriter’s over-allotment option in our Initial Public Offering was fully exercised at the time of our Initial Public Offering and therefore we did not have any derivative financial instruments outstanding as of March 31, 2026 and December 31, 2025.
Rights
We account for our Public Rights and Private Rights in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, we evaluated and classified our rights under equity treatment at its assigned value.
Recent Accounting Pronouncements
We adopted ASU 2023-07, Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures, effective for interim periods beginning after December 15, 2024. As we operate as a single reportable segment, adoption had no material impact.
We adopted ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures, effective January 1, 2026. Given we are incorporated in the Cayman Islands and are not subject to income taxes, this standard had no impact on the unaudited condensed financial statements.
ASU 2024-03, Income Statement — Expense Disaggregation Disclosures, is effective for annual periods beginning after December 15, 2026 and is not expected to have a material effect on our financial statements.
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed financial statements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026.
In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, we are required to apply judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control Over Financial Reporting
During the quarter ended March 31, 2026, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
In addition to the other information set forth in this Report, you should carefully consider the factors discussed under the heading “Risk Factors” and elsewhere in our 2025 Annual Report filed with the SEC, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors that were included in our 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
On February 5, 2026, our board of directors approved
the grant, and transfer by our sponsor, of an aggregate of 100,000 Class B Ordinary Shares then held by our sponsor, to each of four independent
members of our board of directors, as a one-time equity grant for their respective services on our board of directors and committees of
our board of directors, as follows: (i) 25,000 Class B Ordinary Shares to Richard Saldanha; (ii) 25,000 Class B Ordinary Shares to Joel
Huffman; (iii) 25,000 Class B Ordinary Shares to Roshan Boodhoo; and (iv) 25,000 Class B ordinary shares to Mahboob Subuhani Mohamed Mohideen.
The 100,000 Class B Ordinary Shares were transferred to the above-named members of our board of directors by our sponsor, from existing
Class B Ordinary Shares then held by our sponsor. Such Class B Ordinary Shares vest only upon the consummation of our initial business
combination and subject to the director’s continued service through such date, and are subject to return to our sponsor if such
event does not occur. Such Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of our initial
business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided in our amended
and restated memorandum and articles of association. The above transfers were made pursuant to the exemption from registration contained
in Section 4 of the Securities Act.
Subsequent to period end, on May 8, 2026, Richard Saldanha resigned as a member of our board of directors and all committees of our board
of directors, effective immediately. In accordance with the terms of the agreement governing the grant of 25,000 Class B Ordinary Shares
to Mr. Saldanha, as a consequence of Mr. Saldanha’s resignation, the 25,000 Class B Ordinary Shares previously granted to Mr. Saldanha
were returned to our sponsor.
Use of Proceeds
On October 1, 2025, we consummated our Initial Public Offering of 5,750,000 Public Units, including 750,000 Public Units issued upon the full exercise of the underwriter’s over-allotment option. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000. The securities in our Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-286983), or the Registration Statement. The Registration Statement was declared effective on September 30, 2025.
Simultaneously with the closing of our Initial Public Offering, pursuant to a units purchase agreement between us and our sponsor, and certain subscription agreements between us and certain at-risk capital investors, we completed the Private Placement of an aggregate of 153,750 Private Units, consisting of (i) 68,750 Private Units to our sponsor and (ii) 85,000 Private Units to the other investors, in each case at a price of $10.00 per Private Unit, generating aggregate gross proceeds of $1,537,500. No underwriting discounts or commissions were paid with respect to such sale.
Following the closing of our Initial Public Offering, an amount of $57,500,000 ($10.00 per unit) from the net proceeds of the sale of the units in our Initial Public Offering and Private Placement was placed in the Trust Account. The funds in the Trust Account have, and will be, invested or held only in either (i) U.S. government treasury obligations with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, or (ii) an interest bearing bank demand deposit account or other accounts at a bank. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, if any), to complete our initial business combination.
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Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, if any, the proceeds from our Initial Public Offering and Private Placement held in the Trust Account will not be released until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
Transaction costs relating to our Initial Public Offering amounted to $3,063,880, consisting of $287,500 of cash underwriting commissions, $2,300,000 of fair value of the Representative Shares issued to the underwriter’s designee, and $476,380 of other offering costs.
There has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as is described in the Registration Statement.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
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Item 6. Exhibits.
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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 thereunto duly authorized.
| Date: May 15, 2026 | StoneBridge Acquisition II Corporation | |
| By: | /s/ Bhargav Marepally | |
| Bhargav Marepally | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| By: | /s/ Prabhu Antony | |
| Prabhu Antony | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) |
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