StoneBridge Acquisition II waives sponsor admin fees

Q: What agreement change did StoneBridge Acquisition II (APAC) disclose?

StoneBridge Acquisition II disclosed a waiver to its Administrative Services Agreement with Scieniti LLC. Scieniti agreed to waive monthly administrative fees that had been set at $10,000 per month for office space and related support services.

Q: Who is Scieniti LLC in relation to StoneBridge Acquisition II (APAC)?

Scieniti LLC is described as an affiliate of StoneBridge Acquisition Sponsor II LLC, the sponsor of StoneBridge Acquisition II Corporation. It is the counterparty to the Administrative Services Agreement and the party granting the administrative fee waiver.

StoneBridge Acquisition II Corporation reported a change to its related-party administrative services arrangement.

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

StoneBridge Acquisition II Corporation reported a change to its related-party administrative services arrangement. The company had entered into an Administrative Services Agreement on September 30, 2025 with Scieniti LLC, an affiliate of its sponsor, under which it agreed to pay $10,000 per month for office space, utilities, and secretarial and administrative support.

On August 10, 2026, StoneBridge and Scieniti executed a waiver under which Scieniti irrevocably waived its right to receive these monthly fees for all periods starting October 1, 2025 through the earlier of the company’s initial business combination or its liquidation. This waiver reduces ongoing administrative fee obligations to the affiliate for that period. The waiver is documented in an exhibit to the report.

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8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Administrative fee: $10,000 per month Agreement date: September 30, 2025 Waiver date: August 10, 2026 +1 more

4 metrics

Administrative fee $10,000 per month Monthly fee under Administrative Services Agreement with Scieniti LLC

Agreement date September 30, 2025 Date of original Administrative Services Agreement with Scieniti LLC

Waiver date August 10, 2026 Date of waiver to the Administrative Services Agreement

Waiver start period October 1, 2025 Start of period for which Scieniti waives monthly fees

Key Terms

Administrative Services Agreement, initial business combination, emerging growth company, Cayman Islands exempted company

4 terms

Administrative Services Agreement financial

"entered into an Administrative Services Agreement (the “Agreement”), with Scieniti LLC"

initial business combination financial

"through and including the earlier of the consummation of the Company’s initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Cayman Islands exempted company regulatory

"StoneBridge Acquisition II Corporation, a Cayman Islands exempted company"

A Cayman Islands exempted company is a legal entity incorporated under Cayman Islands law that is set up to do business mainly outside the islands; it offers flexible rules, limited local reporting and tax neutrality. For investors, it matters because the company’s legal protections, shareholder rights, disclosure requirements and tax treatment follow Cayman law rather than the investor’s home jurisdiction, which can affect governance, transparency and how easy it is to enforce claims—think of it like a car registered in another state for legal and tax reasons.

FAQ

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

What agreement change did StoneBridge Acquisition II (APAC) disclose?

StoneBridge Acquisition II disclosed a waiver to its Administrative Services Agreement with Scieniti LLC. Scieniti agreed to waive monthly administrative fees that had been set at $10,000 per month for office space and related support services.

How much were the monthly fees under APAC’s Administrative Services Agreement?

Under the Administrative Services Agreement, StoneBridge Acquisition II agreed to pay $10,000 per month to Scieniti LLC. These payments covered office space, utilities, and secretarial and administrative support provided to the company by the affiliate.

From what date are APAC’s administrative fees waived under the new arrangement?

Scieniti LLC agreed to waive its right to monthly fees for all periods starting October 1, 2025. The waiver applies through the earlier of StoneBridge Acquisition II’s initial business combination or the company’s liquidation, as specified in the document.

How long will the administrative fee waiver for StoneBridge Acquisition II (APAC) remain in effect?

The waiver remains in effect from October 1, 2025 through the earlier of the consummation of the initial business combination or the company’s liquidation. During this period, Scieniti LLC will not collect the agreed monthly administrative fees.

Who is Scieniti LLC in relation to StoneBridge Acquisition II (APAC)?

Scieniti LLC is described as an affiliate of StoneBridge Acquisition Sponsor II LLC, the sponsor of StoneBridge Acquisition II Corporation. It is the counterparty to the Administrative Services Agreement and the party granting the administrative fee waiver.

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

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Available on EDGAR 08/14/2026 - 02:51 PM Accepted by SEC EDGAR 08/14/2026 - 02:50 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 10, 2026

STONEBRIDGE ACQUISITION II CORPORATION

(Exact name of registrant as specified in charter)

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

One World Trade Center
Suite 8500
New York, New York 10007
(Address of principal executive offices) (Zip Code)

(646) 314-3555
(Registrant’s telephone number, including area code)

N/A

(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 1.01 Entry into a Material Definitive Agreement.

On September 30, 2025, StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), entered into an Administrative Services Agreement (the “Agreement”), with Scieniti LLC (“Scieniti), an affiliate of the Company’s sponsor, Stonebridge Acquisition Sponsor II LLC, pursuant to which the Company agreed to pay Scieniti a total of $10,000 per month for office space, utilities and secretarial and administrative support. On August 10, 2026, the Company and Scieniti entered into a waiver to the Agreement (the “Waiver”) whereby Scieniti agreed to irrevocable waive its right to such monthly fees for all periods commencing on and after October 1, 2025, through and including the earlier of the consummation of the Company’s initial business combination and the Company’s liquidation.

The foregoing description of the Waiver is only a summary and is qualified in its entirety by reference to the full text of the Waiver, which is attached hereto as Exhibit 10.1, and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Waiver to the Administrative Services Agreement, dated as of August 10,2026, by and among, the Company and Scieniti LLC

104		Cover Page Interactive Data File (embedded within the Inline document)

SIGNATURES

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

	StoneBridge Acquisition II Corporation

	By:	/s/ Bhargav Marepally
	Name:	Bhargav Marepally
	Title:	Chief Executive Officer

Date: August 14, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 12.6 KB