StoneBridge Acquisition II releases 2025 PFIC statement

StoneBridge Acquisition II Corp issued a PFIC Annual Information Statement for 2025 to help U.S. shareholders who wish to make a QEF tax election on their APAC Class A shares.

Rhea-AI Filing Summary

StoneBridge Acquisition II Corp (APAC) reported that it may be treated as a passive foreign investment company (PFIC) for the taxable year ended December 31, 2025 and furnished a PFIC Annual Information Statement to holders of its Class A ordinary shares. The statement enables U.S. shareholders who choose to do so to make a qualified electing fund (QEF) election for U.S. federal tax purposes. For 2025, the statement shows ordinary earnings of US$0.00 per Class A share per day and no cash or property distributions to shareholders. The company states that providing the PFIC statement is not an admission that it is, or was, a PFIC and advises shareholders to consult their own tax advisors.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Taxable year covered: January 1, 2025 to December 31, 2025 Ordinary earnings: US$0.00 per Class A share per day Cash distributions in 2025: None +3 more

6 metrics

Taxable year covered January 1, 2025 to December 31, 2025 Period of the PFIC Annual Information Statement

Ordinary earnings US$0.00 per Class A share per day Shareholder’s pro rata ordinary earnings for 2025 under U.S. tax principles

Cash distributions in 2025 None Cash distributed or deemed distributed during the taxable year covered

Property distributions in 2025 None Fair market value of property distributed during the taxable year covered

Date of incorporation June 19, 2024 StoneBridge Acquisition II Corp country of incorporation: Cayman Islands

Company address One World Trade Center, Suite 8500, New York, NY 10007 Principal executive offices listed in the statement

Key Terms

Passive Foreign Investment Company, PFIC, qualified electing fund, QEF election, +2 more

6 terms

Passive Foreign Investment Company regulatory

"may be classified as a “passive foreign investment company” (a “PFIC”)"

A passive foreign investment company (PFIC) is a foreign corporation that, under U.S. tax rules, earns mostly passive income (like dividends, interest, rents, or royalties) or holds mostly passive assets. For U.S. investors, owning stock in a PFIC can trigger special, often punitive tax treatment and extra reporting requirements, which can raise the investor’s tax bill and reduce after‑tax returns—think of an unexpected tax surcharge that changes the real payoff of the investment.

PFIC regulatory

"may be classified as a “passive foreign investment company” (a “PFIC”)"

A PFIC (Passive Foreign Investment Company) is a U.S. tax classification for a non‑U.S. corporation that earns mostly passive income (like interest, dividends, or rent) or holds mostly passive assets. It matters to investors because owning stock in a PFIC can trigger higher taxes, interest charges and extra IRS paperwork on gains and distributions—like finding a hidden toll and forms every time you try to cash out—reducing after‑tax returns and complicating portfolio planning.

qualified electing fund regulatory

"to make a qualified electing fund (“QEF”) election under Section 1295"

A qualified electing fund (QEF) is a foreign investment vehicle that provides enough annual tax information so a U.S. investor can choose to be taxed each year on their share of the fund’s income. Making this election is like agreeing to pay a modest, regular bill instead of risking a large, punitive charge later: it changes when and how income is taxed, reducing surprise penalties and making after‑tax returns and tax planning more predictable for investors.

QEF election regulatory

"The QEF election is optional and can only be made by the shareholder."

A QEF election is a U.S. tax choice investors make for certain foreign investment vehicles classified as passive foreign investment companies (PFICs). By making this election, an investor agrees to report and pay tax each year on their pro rata share of the fund’s ordinary income and gains — like receiving an annual statement showing taxable profit — which avoids the more punitive tax and interest treatment that otherwise can apply. For investors, it provides clearer yearly tax liability and helps prevent large, surprise tax bills later.

Treasury Regulation Section 1.1295-1(g) regulatory

"This Annual Information Statement is furnished pursuant to Treasury Regulation Section 1.1295-1(g)"

Section 1297 regulatory

"within the meaning of Section 1297 of the U.S. Internal Revenue Code"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did StoneBridge Acquisition II Corp (APAC) announce in this 8-K?

StoneBridge Acquisition II Corp announced that it has made available a PFIC Annual Information Statement for the taxable year ended December 31, 2025 to holders of its Class A ordinary shares, to assist U.S. shareholders who may wish to make a QEF election.

What period does the APAC PFIC Annual Information Statement cover?

The PFIC Annual Information Statement for StoneBridge Acquisition II Corp covers the taxable year beginning January 1, 2025 and ending December 31, 2025, aligning with the company’s 2025 tax year.

What per-share income figures does the APAC PFIC statement report for 2025?

For 2025, the PFIC statement reports ordinary earnings of US$0.00 per Class A share per day. These amounts represent each shareholder’s pro rata share of ordinary earnings under U.S. federal income tax principles for that period.

Did StoneBridge Acquisition II Corp (APAC) report any 2025 cash or property distributions in the PFIC statement?

The PFIC Annual Information Statement reports no cash distributions and no distributions of property to shareholders during the taxable year from January 1, 2025 through December 31, 2025.

Does StoneBridge Acquisition II Corp admit it is a PFIC for 2025?

No. StoneBridge Acquisition II Corp states that furnishing the PFIC Annual Information Statement is not an admission that it is, or has been, a PFIC for 2025 or any other taxable year.

What is the purpose of the QEF election mentioned for APAC shareholders?

The PFIC statement is intended to assist U.S. shareholders who wish to make a qualified electing fund (QEF) election with respect to their Class A shares. The company notes that the QEF election is optional and can only be made by the shareholder.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/21/2026 - 07:42 AM Accepted by SEC EDGAR 09/21/2026 - 07:41 AM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 21, 2026

Date of Report (Date of earliest event reported)

STONEBRIDGE ACQUISITION II CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	001-42871	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One World Trade Center, Suite 8500, New York, New York 10007

(Address of principal executive offices, including zip code)

(646) 314-3555

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one Right to acquire one-tenth of one Class A Ordinary Share	APACU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	APAC	The Nasdaq Stock Market LLC
Rights, each Right to acquire one-tenth of one Class A Ordinary Share	APACR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On September 21, 2026, StoneBridge Acquisition II Corporation (the “Company”) made available its Passive Foreign Investment Company (“PFIC”) Annual Information Statement for the taxable year ended December 31, 2025 (the “PFIC Annual Statement”) to holders of the Company’s Class A ordinary shares. The PFIC Annual Statement is intended to assist such shareholders who wish to make a qualified electing fund (“QEF”) election under Section 1295 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), with respect to their investment in the Company.

The Company makes no representation as to whether it was, or will be, classified as a PFIC for the taxable year ended December 31, 2025 or any other taxable year, and the delivery of the PFIC Annual Statement is not an admission of PFIC status. Shareholders are urged to consult their own tax advisors regarding the applicability and consequences of a QEF election and the U.S. federal income tax treatment of an investment in the Company.

A copy of the PFIC Annual Statement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	PFIC Annual Information Statement of StoneBridge Acquisition II Corporation for the taxable year ended December 31, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STONEBRIDGE ACQUISITION II CORPORATION

By: /s/ Bhargav Marepally

Title: Chief Executive Officer

Date: September 21, 2026

Exhibit 99.1

STONEBRIDGE ACQUISITION II CORPORATION

PFIC ANNUAL INFORMATION STATEMENT

Pursuant to Treasury Regulation Section 1.1295-1(g)

StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), may be classified as a “passive foreign investment company” (a “PFIC”) within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for the taxable year ended December 31, 2025 and/or one or more other taxable years. This Annual Information Statement is furnished pursuant to Treasury Regulation Section 1.1295-1(g) to enable United States shareholders of the Company who wish to do so to make a qualified electing fund (“QEF”) election under Section 1295 of the Code with respect to their Class A ordinary shares of the Company. The QEF election is optional and can only be made by the shareholder. The Company is unable to make this election on behalf of a shareholder. Please note that a QEF election may not be recognized for state income tax purposes in some states. The furnishing of this statement is not, and shall not be construed as, an admission by the Company that it is, or has been, a PFIC for any taxable year. Each shareholder should consult its own tax advisor regarding the U.S. federal income tax consequences of an investment in the Company and of making, or not making, a QEF election.

1. Taxable Year Covered

Beginning: January 1, 2025

Ending: December 31, 2025

2. Per-Share, Per-Day Amounts

The shareholder’s per-share, per-day information for the Company’s taxable period specified in paragraph (1) is provided in the below chart. We recommend that all U.S. taxpayers consult a tax advisor concerning the overall tax consequences of their ownership in the Company and their U.S. tax reporting requirements.

Class of Shares	Ticker	Ordinary Earnings (US$ per share, per day)	Net Capital Gain (US$ per share, per day)
Class A Ordinary Shares	APAC	0.0004338983	-

The amounts above represent each shareholder’s pro rata share of the Company’s ordinary earnings and net capital gain, as determined under U.S. federal income tax principles, for the taxable period specified in paragraph (1), per Class A ordinary share, per day. To determine its pro rata share, a shareholder should multiply the applicable amount by the number of Class A ordinary shares held and by the number of days such shares were held during that period. A shareholder that has made a QEF election must include in gross income its pro rata share of the Company’s ordinary earnings as ordinary income and its pro rata share of the Company’s net capital gain as long-term capital gain, in each case for the Company’s taxable year that ends with or within the shareholder’s taxable year, regardless of whether such amounts are actually distributed.

3. Distributions

The amount of cash and fair market value of other property distributed or deemed distributed by the Company to its shareholders during the Company’s taxable period specified in paragraph (1) is as follows:

Cash distributions: NONE

Distributions of property (stated at fair market value on the date of distribution): NONE

4. Shareholder Right to Inspect Books and Records

In accordance with Treasury Regulation Section 1.1295-1(g)(1), the Company will permit any shareholder that has made, or is considering making, a QEF election to examine and copy such of the Company’s permanent books of account, records, and other documents as are maintained by the Company to the extent necessary to establish that the Company’s ordinary earnings and net capital gain, as reported above, are computed in accordance with U.S. federal income tax principles, consistent with Section 1293(e) of the Code, and to verify these amounts and the shareholder's pro rata share thereof. Requests to inspect such books and records should be directed to the Company at the address below.

5. Additional Information

Name of Company: StoneBridge Acquisition II Corporation

Address: One World Trade Center, Suite 8500, New York, New York 10007

U.S. Taxpayer Identification Number: N/A

Country of Incorporation: Cayman Islands

Date of Incorporation: June 19, 2024

IN WITNESS WHEREOF, the undersigned, being duly authorized to act on behalf of the Company, has executed this PFIC Annual Information Statement as of September 21, 2026.

STONEBRIDGE ACQUISITION II CORPORATION

By: /s/ Bhargav Marepally

Title: Chief Executive Officer and Director

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 13.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB