v3.26.1
Note 1 - Organization and Plan of Business Operations
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Business Description and Basis of Presentation [Text Block]

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 corporation on June 19, 2024. The Company was incorporated 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 completed any Business Combination.

 

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 June 30, 2026, the Company had not commenced any operating activities. All activity for the three and six months ended June 30, 2026 and the three and six months ended June 30, 2025 relates to the Company’s formation, completion of its private placement financing, and the completion of its initial public offering (“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 5,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise by the underwriter of its over-allotment option of 750,000 Units, at $10.00 per Unit, generating gross proceeds of $57,500,000. Each Unit consists of one Class A ordinary share, $0.0001 par value per share, and one right to receive one-tenth (1/10) of one Class A ordinary share upon the completion of the initial Business Combination.

 

Simultaneously with the consummation of the Initial Public Offering and exercise of over-allotment option, the Company consummated the private placement (“Private Placement”) of 153,750 units (the “Private Placement Units”) to the Sponsor and certain investors, at a price of $10.00 per Private Placement Unit, generating total proceeds of $1,537,500, which is described in Note 4.

 

Transaction costs for the Initial Public Offering amounted to $3,063,880, consisting of $287,500 of underwriting commissions which was paid in cash on the closing date of the Initial Public Offering, $2,300,000 of the Representative Shares (discussed below) and $476,380 of other offering costs.

 

In conjunction with the Initial Public Offering and exercise of over-allotment option, the Company issued to the underwriter 230,000 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 $2,300,000 (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 Placement 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.

 

In connection with the closing of the Initial Public Offering and the Private Placement, the Company deposited $57,500,000 of the proceeds of the Initial Public Offering and the Private Placement in a trust account (“Trust Account”) and has invested or held such proceeds held in the Trust Account 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 solely in direct U.S. government treasury obligations, (ii) uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until 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 shareholders, as described below. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account, except for income taxes payable and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete its initial Business Combination within the Completion Window (as defined below), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted 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 Company’s initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated its 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.

 

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. 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. Additionally, 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.

 

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.

 

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 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 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 $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 the Company extends 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 the Company’s initial Business Combination. If the Company completes its initial Business Combination, the Company will repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. If the Company is unable to complete a Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

 

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 June 30, 2026, the Company had a cash balance of $211,791, net income of $352,348 for the three months ended June 30, 2026 and net income of $737,571 for the six months ended June 30, 2026. The Company had a positive working capital of $253,806 as of June 30, 2026. The Company has not commenced any operating activities and does not generate operating revenues. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition strategy and in connection with identifying and consummating an initial Business Combination.

 

In accordance with ASC 205-40, management has evaluated whether conditions or events, considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the unaudited condensed financial statements are issued. The Company must complete a Business Combination by April 1, 2027 (the "Completion Window"), or such earlier date as determined by the board of directors, or it must cease all operations and redeem the public shares and liquidate the Trust Account, subject to applicable law. The Company may, at its option, extend the Completion Window for up to two additional three-month periods (to July 1, 2027 and October 1, 2027, respectively) by depositing $575,000 into the Trust Account for each extension; however, the Sponsor is not obligated to fund any such extension, and there is no assurance that it will elect to do so.

 

Because the mandatory liquidation date of April 1, 2027 falls within one year of the date these financial statements are issued, and because the Company's ability to extend that date is discretionary and dependent on funding that the Sponsor is not obligated to provide, management has determined that this mandatory liquidation date, together with the Company's lack of operating revenues and dependence on the Trust Account, raises substantial doubt about the Company's ability to continue as a going concern within one year after the date these financial statements are issued. Management's plans in this regard, including efforts to consummate an initial Business Combination within the Completion Window, cannot be deemed probable of alleviating this substantial doubt as of the date of these financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

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 Israel-Hamas conflict, and related regional tensions involving Iran and other 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, particularly if such target operates in regions that may be directly affected by developments in the Middle East.

 

The Company’s ability to complete an initial Business Combination is subject to additional risks and uncertainties, including the Company’s ability to negotiate and execute a definitive business combination agreement on satisfactory terms, to obtain any required regulatory, shareholder or other approvals, and to satisfy closing conditions under such business combination agreement. The Company’s ability to complete an initial Business Combination also depends in part on the amount of funds remaining in the Trust Account and available from other financing sources following any redemptions by the Company’s public shareholders, as well as the availability and terms of any additional debt or equity financing the Company may need to obtain, which may be adversely affected by volatility or disruption in the credit and capital markets, including as a result of the geopolitical conditions described above. There can be no assurance that the Company will have sufficient funds, together with any third-party financing it is able to obtain, to complete tan initial Business Combination. The funds held in the Trust Account are invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest solely in U.S. government treasury obligations, or are held in cash; while such investments are intended to minimize principal risk, there can be no assurance that amounts held in the Trust Account will not be affected by interest rate changes, credit or counterparty risk, or other market conditions.