StoneBridge Acquisition II Corp 10-Q

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. 28 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.