StoneBridge Acquisition II (APACU) SEC Filings

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.

Clear Street LLC reported beneficial ownership of common stock of StoneBridge Acquisition II Corporation. Clear Street holds 308,923 shares, representing 5.0% of the outstanding common stock. The firm has sole power to vote and dispose of all 308,923 shares and no shared voting or dispositive power.

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.

StoneBridge Acquisition II Corporation is a Cayman Islands-based blank check company seeking a business combination, with no operating business yet. As of June 30, 2026, it held $59.1 million in a Trust Account invested in money market funds and $211,791 in cash outside the trust, with total assets of $59.4 million.

For the six months ended June 30, 2026, it reported net income of $737,571, driven almost entirely by $1.04 million of dividend and interest income on Trust Account investments, offset by $298,034 of general and administrative expenses. Class A public shares are classified as temporary equity at a redemption value of $10.27 per share, totaling $59.1 million for 5,750,000 redeemable shares.

Management states that the company must complete a business combination by April 1, 2027, with optional three‑month extensions to October 1, 2027 if the sponsor funds up to $1.15 million. Because this liquidation deadline falls within one year of issuance and extensions are discretionary, the company concludes there is substantial doubt about its ability to continue as a going concern.

StoneBridge Acquisition II Corporation, a blank check company, reported net income of $387,601 for the three months ended March 31, 2026. Earnings came almost entirely from $510,416 of dividend income and $4,127 of interest on investments in its Trust Account, partially offset by $126,942 of general and administrative costs.

At quarter-end, the company held $58,558,815 in its Trust Account and cash of $329,698 for operations, with total assets of $59,032,012. There were 5,750,000 Class A public shares classified as redeemable and 1,916,667 Class B founder shares outstanding. Management discloses substantial doubt about the ability to continue as a going concern within one year, as the company has not yet completed a business combination and faces a deadline of April 1, 2027, extendable to October 1, 2027, to consummate a deal.

Karpus Management, Inc. reports beneficial ownership of 5.56%—433,550 shares—of StoneBridge Acquisition II Corp common stock as of 03/31/2026.

The filing (Schedule 13G) states these shares are owned directly by accounts managed by Karpus and that Karpus has sole voting and dispositive power over 433,550 shares. The CUSIP is G85096108.

StoneBridge Acquisition II Corporation ownership filing reports that Clear Street LLC beneficially owns 307,426 shares of Common Stock, representing 5.0% of the class as of 05/05/2026. The filing shows Clear Street LLC holds sole voting and sole dispositive power over those shares. The Schedule 13G identifies Clear Street LLC's principal address and the reporting signatory as John DiBacco, Head of Markets Trading.

StoneBridge Acquisition II Corporation reported that director Richard Saldanha resigned from the board and all committees effective May 8, 2026. The company states his resignation was not due to any disagreement with management, the board, or company policies or practices.

Mr. Saldanha had previously received a one-time equity grant of 25,000 Class B ordinary shares on February 5, 2026, for his board service. These shares were transferred to him from the sponsor’s existing holdings and were set to vest upon completion of the company’s initial business combination, contingent on his continued board service.

Because he resigned before any business combination was consummated, the 25,000 Class B ordinary shares will automatically be returned to Stonebridge Acquisition Sponsor II LLC under the terms of the grant agreement.

Stonebridge Acquisition II Corporation reports a Schedule 13G/A disclosing that Wolverine Asset Management, LLC and related entities/individuals beneficially own 401,013 Class A ordinary shares. The filing states this equals 6.54% of the outstanding Class A shares, using 6,133,750 shares outstanding as of March 18, 2026. The filing explains shared voting and dispositive power across Wolverine Asset Management, Wolverine Holdings, Christopher L. Gust, and Robert R. Bellick, and notes Wolverine Flagship Fund Trading Limited has the right to receive dividends or sale proceeds for the covered shares.