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Correspondence 0001104659-23-094538 from StoneBridge Acquisition Corp. (FAAS, FAASW) (CIK 0001844981)

StoneBridge Acquisition Corp. (FAAS, FAASW) (CIK 0001844981)
Date: Aug. 23, 2023 · CIK: 0001844981 · Accession: 0001104659-23-094538

AI Filing Summary & Sentiment

File numbers found in text: 333-272915

Date
August 23, 2023
Author
Not clearly detected
Form
CORRESP
Company
StoneBridge Acquisition Corp. (FAAS, FAASW) (CIK 0001844981)

Letter

Re: StoneBridge Acquisition Corp.

August 23, 2023

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

Registration Statement on Form F-4

Filed June 26,2023

File No. 333-272915

Ladies and Gentlemen:

On behalf of our client, StoneBridge Acquisition Corp. (the “Company”), we are writing to submit the Company’s response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter, dated July 25, 2023, relating to the Company’s Registration Statement on Form F-4 filed via EDGAR on June 26, 2023.

The Company is concurrently filing via EDGAR Amendment No. 1 to the Form F-4 (the “Amendment No. 1”), which reflects the Company’s response to the comments received by the Staff and certain updated information.

We have set forth below the comments in the Staff’s letter, in bold, and the Company’s responses thereto.

Registration Statement on Form F-4 filed June 23, 2023

Risk Factors

“Failure to secure the Transaction Financing and/or equity line of credit could have a material adverse effect on the business…”, page 100

1. Please expand this risk factor to specifically state that if the SPAC is unable to consummate the transaction financing and/or equity line of credit, the SPAC may lack funds to consummate business combination and the risk that completion of the Business Combination is conditioned on the satisfaction to secure the Transaction Financing and/or equity line of credit.

Response: In response to the Staff’s comment, the Company has revised the referenced risk factor on page 101 of Amendment No.1 to specifically state that (i) securing the Transaction Financing and/or equity line of credit is a condition to completing the Business Combination, and accordingly, failure of the Company to secure the Transaction and/or equity line of credit may prevent consummation of the Business Combination and (ii) failure to secure the equity line of credit could have a material adverse effect on the business, operations and financial performance of the combined entity subsequent to the Business Combination.

The Business Combination Proposal

The Reorganization, page 141

2. We note that subsequent to the consummation of the of the Business Combination, “PubCo” will undergo a reorganization pursuant to which DigiAsia will convert the CLAs into shares of PT DAB, such that, following such conversion, DigiAsia will hold 99.9999% of the entire issued capital of PT DAB. Please clarify whether the conversion will result in the consolidation of PT DAB as a voting interest entity. Tell us what the effect of this conversion, as well as other changes, will have on the amount of the non-controlling financial interest. In addition, tell us how you will account for the reorganization and whether pro forma information should be provided.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 142, 244 and 246 of Amendment No.1 to clarify that the conversion will result in the consolidation of PT DAB as a voting interest entity and to discuss the effect of such conversion and, as well as other changes, on the amount of non-controlling interest. In addition, the unaudited pro forma financial information has been updated to reflect changes resulting from conversion of instruments from debt to equity. Please refer to the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for additional details.

StoneBridge’s Board of Directors’ Reasons for the Approval of the Business Combination, page 144

3. We note that as part of your disclosure of the factors relied upon by StoneBridge’s Board of Directors when approving the Business Combination, you refer to Adjusted EBITDA and cash flow. Please revise your disclosure to identify these measures as non-GAAP. In addition, please expand your disclosure to provide a more detailed discussion of how the Adjusted EBITDA was calculated.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 39 and 146-147 of Amendment No.1 to remove the positive factor that referenced “cash flow profile” and “Adjusted EBITDA.”

Certain Prospective Financial Information of DigiAsia, page 146

4. Please disclose the material assumptions underlying the projections for Total Expenses. If material, disclose projected operating and other expenses. Refer to Item 10(b)(3)(i) of Regulation S-K.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 149-150 of Amendment No.1 to disclose the material assumptions underlying the projections for Total Expenses.

5. We note that your disclosure regarding DigiAsia’s initial projections for the fiscal year ending December 31, 2023 includes non-GAAP measures such as total forecasted revenue and EBITDA. Please revise to further quantify each material assumption that formed the basis for the initial projections. In addition, please disclose the reasons management believes these non-GAAP measures provide useful information to investors.

Response: In response to the Staff’s comment, the Company has revised its disclosure under the heading “Certain Prospective Financial Information of DigiAsia” of Amendment No.1 to further quantify the material assumptions that formed the basis for the initial projections, remove “forecasted” from “Total Revenue,” identify EBITDA as a non-GAAP measure and provide a cross-reference to the detailed discussion of, among other things, the calculation, reasons for the usage, and limitations, of EBITDA set forth under the section titled “DigiAsia’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures” in Amendment No. 1.

Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2023, page 182

6. The additional paid-in capital of $19,714,571 for StoneBridge on the Unaudited Pro Forma Condensed Balance Sheet should reconcile to the additional paid-in capital of $0 as presented on your Interim Unaudited Condensed Consolidated Balance Sheets on page F-24. Please revise.

Response:

The management of the Company has reviewed the Unaudited Pro Forma Condensed Balance Sheet in response to the Staff’s comment and respectfully notes that the additional paid-in capital of $19,714,571 relates to DigiAsia and is not attributable to the financial statements of StoneBridge. As a result, the Company respectfully submits that there is no revision required in the financial information in order to address the Staff’s comment.

7. Please present the historical basic and diluted per share amounts based on continuing operations attributable to the controlling interests and the number of shares used to calculate such per share amounts on the face of the pro forma condensed statement of operations. Refer to Rule 11-02(a)(9)(i) of Regulation S-X.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 188 to 189 of Amendment No.1 to include the historical basic and diluted per share amounts based on continuing operations attributable to the controlling interests and the number of shares used to calculate such per share amounts on the face of the pro forma condensed statement of operations.

DigiAsia's Business, page 206

8. We note your disclosure on page 61 and on pages F-51 and F-72, that the API revenues from one major customer accounted for approximately 87% and 92% of your total revenue for the years ended December 31, 2022 and 2021, respectively, and that such arrangements are protected through multi-year contracts. Given that API sales accounted for a substantial majority your revenue, identify this major customer, disclose that material terms of the agreement with that customer including any termination provisions, and file agreement contract as an exhibit or tell us why it is not required. Additionally, tell us whether any material contractual rights may be triggered as a result of the business combination.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 62, 233 and 259 of Amendment No.1 to disclose, or provide a cross-reference to the disclosure of, the material terms of the agreement with the major customer and clarify that no material contractual rights will be triggered as a result of the Business Combination.

The management of DigiAsia respectfully states that the key customer in question (i) has diversified revenue streams providing software-as-a-service (“SaaS”)-based offerings, aggregating various digital products and services to distributors and their merchants, (ii) has been running its business operations successfully for over 10 years and (iii) has built a credible reputation with merchants on its platform. DigiAsia offers its services by way of APIs which enable merchants on the customer’s platform to carry out their business on a day-to-day basis, in a faster, more robust, efficient and secure manner including the ability to settle transactions and payments using several digital mechanisms. DigiAsia has been receiving payments remittances against its revenue from the customer on a timely basis and the contract with the customer is for a term of 10 years commencing from June 2, 2020, with the possibility of termination only (i) through the mutual consent of both parties or (ii) by either party, in the event of the bankruptcy, insolvency and/or liquidation of the major customer. There has not been any instances of material breaches or security issues since the commencement of the agreement that has warranted a threat of termination.

DigiAsia periodically conducts third-party penetration testing and audits to limit any potential security threats to DigiAsia’s system that may impact the key customer’s operations and revenues derived from it. Further, should the customer close its business operations, DigiAsia has the right to continue the existing connectivity to the existing merchants on the customer’s platform who are driving the revenue and DigiAsia will be able to replace the gateway either on its own or through another third party. While there may be certain costs involved in the re-onboarding of these merchants, due to the existing services offerings provided, DigiAsia does not view these costs as material. Further, there may be a short-term impact on revenues while the merchants are being migrated to DigiAsia’s or another third party’s system. Additionally, given that DigiAsia also onboards its own acquired merchants on the customer’s platform with whom they have direct relationships, and such merchants contribute to a significant percentage of the overall merchant base of the customer, even if the customer ceases to be a client of DigiAsia, DigiAsia considers that the impact on loss of merchants and end-users will be limited and, consequently, the impact on DigiAsia’s revenue will be limited as well.

The customer is obligated to settle its dues owed to DigiAsia as per agreed terms, from the date of the API hit, failing which DigiAsia can suspend its services and the contract further elaborates the mechanism through which the customer may remediate its actions by way of clearing all receivables of DigiAsia. The customer’s dependency on DigiAsia’s solutions is high, as identifying an alternative solution to seamlessly migrate to another platform as well as obtaining merchant consents individually to migrate to another software or solution involves tedious tasks and can cause significant disruption of operations for the distributors and merchants, which acts as a detriment for the customer to identify any alternative solution provider for the services rendered by DigiAsia to them.

Further, the customer has a fairly large customer base consisting of hundreds of various distributors and merchants, with the number increasing each year. The services offered by DigiAsia in the form of APIs are availed of by the customer to enable further offering of its products and services to distributors and merchants. As a result, the management of DigiAsia believes that although there is concentration risk towards a single customer, it does not pose any significant threat to continue DigiAsia’s operations as a going concern

Given the competitiveness and dynamics of the Indonesian market, price sensitivity is an important business driver to choose a service provider such as DigiAsia. Accordingly, even if competitors may provide less comprehensive or less robust and reliable services and offerings, there exists the possibility of competitors trying to significantly undercut DigiAsia’s pricing, to capture the customer’s business, just by the disclosure of the name of the customer, and create additional competition and pricing pressure for DigiAsia, should the client’s name be disclosed. DigiAsia’s management respectfully posits that disclosing the name of the customer would cause irreparable harm to its competitive position, business, operations and financial condition. Further, DigiAsia’s management respectfully submits that the summary of services and solutions being rendered to the customer and description of other material terms of the agreement with the customer set forth in Amendment No. 1 adequately covers the relationship with the customer and that providing the agreement as an exhibit to the registration statement will not provide additional pertinent information to investors with respect to the services and solutions being provided to the customer and is not necessary for the protection of investors.

Intellectual Property, page 234

9. Please expand your disclosure to provide additional description of your patent portfolio. For each material patent and patent application, disclose the scope and technology of each, the type of patent protection, jurisdiction, and expiration dates. Consider including tabular disclosure for ease of use.

Response: DigiAsia does not currently have any issued patents or pending patent applications. In response to the Staff’s comment, the Company has revised its disclosure on page 242 of Amendment No.1 to clarify that DigiAsia does not currently have any issued patents or pending patent applications.

DigiAsia's Management's Discussion and Analysis of Financial Condition and Results of Operations, page 248

10. You indicate that you believe DigiAsia's management effectively manages their key performance metrics. However, you do not identify any key performance indicators or quantify any of those metrics in your prospectus. Please revise where appropriate to provide and quantify the material key performance indicators DigiAsia's management uses in evaluating their business operations.

Response: In response to the Staff’s comment, the Company has revised its disclosure under the section titled “DigiAsia’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Amendment No.1 to provide and quantify certain material key performance indicators DigiAsia's management uses in evaluating DigiAsia’s business operations.

Results of Operations

Revenues, page 252

11. You disclose that the increase in API service revenue of 38.2% in 2022 was driven by an increase in API hits. Additionally, you disclose on page 147 that DigiAsia expects to achieve more than 7.0 billion API hits for the fiscal

Show Raw Text
CORRESP
1
filename1.htm

August 23, 2023

BY EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

    Re:
    StoneBridge Acquisition Corp.

    Registration Statement on Form F-4

    Filed June 26,2023

    File No. 333-272915

Ladies and Gentlemen:

On behalf of our client, StoneBridge
Acquisition Corp. (the “Company”), we are writing to submit the Company’s response to the comments of the staff
(the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”)
set forth in its letter, dated July 25, 2023, relating to the Company’s Registration Statement on Form F-4 filed via EDGAR
on June 26, 2023.

The Company is concurrently
filing via EDGAR Amendment No. 1 to the Form F-4 (the “Amendment No. 1”), which reflects the Company’s
response to the comments received by the Staff and certain updated information.

We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.

Registration Statement on Form F-4 filed June 23, 2023

Risk Factors

“Failure to secure the Transaction Financing and/or equity
line of credit could have a material adverse effect on the business…”, page 100

 1. Please expand this risk factor to specifically state that if the SPAC is unable to consummate the transaction
financing and/or equity line of credit, the SPAC may lack funds to consummate business combination and the risk that completion of the
Business Combination is conditioned on the satisfaction to secure the Transaction Financing and/or equity line of credit.

Response: In response to the
Staff’s comment, the Company has revised the referenced risk factor on page 101 of Amendment No.1 to specifically state that (i)
securing the Transaction Financing and/or equity line of credit is a condition to completing the Business Combination, and accordingly,
failure of the Company to secure the Transaction and/or equity line of credit may prevent consummation of the Business Combination and
(ii) failure to secure the equity line of credit could have a material adverse effect on the business, operations and financial performance
of the combined entity subsequent to the Business Combination.

The Business Combination Proposal

The Reorganization, page 141

 2. We note that subsequent to the consummation of the of the Business Combination, “PubCo”
will undergo a reorganization pursuant to which DigiAsia will convert the CLAs into shares of PT DAB, such that, following such conversion,
DigiAsia will hold 99.9999% of the entire issued capital of PT DAB. Please clarify whether the conversion will result in the consolidation
of PT DAB as a voting interest entity. Tell us what the effect of this conversion, as well as other changes, will have on the amount of
the non-controlling financial interest. In addition, tell us how you will account for the reorganization and whether pro forma information
should be provided.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 142, 244 and 246 of Amendment No.1 to clarify
that the conversion will result in the consolidation of PT DAB as a voting interest entity and to discuss the effect of such conversion
and, as well as other changes, on the amount of non-controlling interest. In addition, the unaudited pro forma financial information has
been updated to reflect changes resulting from conversion of instruments from debt to equity. Please refer to the section titled “Unaudited
Pro Forma Condensed Combined Financial Information” for additional details.

StoneBridge’s Board of Directors’ Reasons for the
Approval of the Business Combination, page 144

 3. We note that as part of your disclosure of the factors relied upon by StoneBridge’s Board of
Directors when approving the Business Combination, you refer to Adjusted EBITDA and cash flow. Please revise your disclosure to identify
these measures as non-GAAP. In addition, please expand your disclosure to provide a more detailed discussion of how the Adjusted EBITDA
was calculated.

Response: In
response to the Staff’s comment, the Company has revised its disclosure on pages 39 and 146-147 of Amendment No.1 to remove
the positive factor that referenced “cash flow profile” and “Adjusted EBITDA.”

Certain Prospective Financial Information of DigiAsia, page 146

 4. Please disclose the material assumptions underlying the projections for Total Expenses. If material,
disclose projected operating and other expenses. Refer to Item 10(b)(3)(i) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 149-150 of Amendment No.1 to disclose the
material assumptions underlying the projections for Total Expenses.

 5. We note that your disclosure regarding DigiAsia’s initial projections for the fiscal year
ending December 31, 2023 includes non-GAAP measures such as total forecasted revenue and EBITDA. Please revise to further quantify
each material assumption that formed the basis for the initial projections. In addition, please disclose the reasons management believes
these non-GAAP measures provide useful information to investors.

Response:
In response to the Staff’s comment, the Company has revised its disclosure under the heading “Certain Prospective Financial
Information of DigiAsia” of Amendment No.1 to further quantify the material assumptions that formed the basis for the initial
projections, remove “forecasted” from “Total Revenue,” identify EBITDA as a non-GAAP measure and provide
a cross-reference to the detailed discussion of, among other things, the calculation, reasons for the usage, and limitations, of EBITDA
set forth under the section titled “DigiAsia’s Management’s Discussion and Analysis of Financial Condition and Results
of Operations — Key Business Metrics and Non-GAAP Financial Measures” in Amendment No. 1.

Unaudited Pro Forma Condensed Combined Financial
Information

Unaudited Pro Forma Condensed Combined Balance
Sheet as of March 31, 2023, page 182

 6. The additional paid-in capital of $19,714,571 for StoneBridge on the Unaudited Pro Forma Condensed
Balance Sheet should reconcile to the additional paid-in capital of $0 as presented on your Interim Unaudited Condensed Consolidated Balance
Sheets on page F-24. Please revise.

Response:

The management of the Company has reviewed
the Unaudited Pro Forma Condensed Balance Sheet in response to the Staff’s comment and respectfully notes that the additional paid-in
capital of $19,714,571 relates to DigiAsia and is not attributable to the financial statements of StoneBridge. As a result, the Company
respectfully submits that there is no revision required in the financial information in order to address the Staff’s comment.

 7. Please present the historical basic and diluted per share amounts based on continuing operations attributable
to the controlling interests and the number of shares used to calculate such per share amounts on the face of the pro forma condensed
statement of operations. Refer to Rule 11-02(a)(9)(i) of Regulation S-X.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 188 to 189 of Amendment No.1 to
include the historical basic and diluted per share amounts based on continuing operations attributable to the controlling interests
and the number of shares used to calculate such per share amounts on the face of the pro forma condensed statement of
operations.

DigiAsia's Business, page 206

 8. We note your disclosure on page 61
                                            and on pages F-51 and F-72, that the API revenues from one major customer accounted
                                            for approximately 87% and 92% of your total revenue for the years ended December 31,
                                            2022 and 2021, respectively, and that such arrangements are protected through multi-year
                                            contracts. Given that API sales accounted for a substantial majority your revenue, identify
                                            this major customer, disclose that material terms of the agreement with that customer including
                                            any termination provisions, and file agreement contract as an exhibit or tell us why
                                            it is not required. Additionally, tell us whether any material contractual rights may
                                            be triggered as a result of the business combination.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 62, 233 and 259 of Amendment No.1 to disclose, or provide a cross-reference to the disclosure of,
the material terms of the agreement with the major customer and clarify that no material contractual rights will be triggered as a result
of the Business Combination.

The
management of DigiAsia respectfully states that the key customer in question (i) has diversified revenue streams
providing software-as-a-service (“SaaS”)-based offerings, aggregating various digital products and services to
distributors and their merchants, (ii) has been running its business operations successfully for over 10 years and
(iii) has built a credible reputation with merchants on its platform. DigiAsia offers its services by way of APIs which enable
merchants on the customer’s platform to carry out their business on a day-to-day basis, in a faster, more robust, efficient
and secure manner including the ability to settle transactions and payments using several digital mechanisms. DigiAsia has been
receiving payments remittances against its revenue from the customer on a timely basis and the contract with the customer is for a
term of 10 years commencing from June 2, 2020, with the possibility of termination only (i) through the mutual consent of
both parties or (ii) by either party, in the event of the bankruptcy, insolvency and/or liquidation of the major customer.
There has not been any instances of material breaches or security issues since the commencement of the agreement that has warranted
a threat of termination.

DigiAsia
periodically conducts third-party penetration testing and audits to limit any potential security threats to DigiAsia’s system that
may impact the key customer’s operations and revenues derived from it. Further, should the customer close its business operations,
DigiAsia has the right to continue the existing connectivity to the existing merchants on the customer’s platform who are driving
the revenue and DigiAsia will be able to replace the gateway either on its own or through another third party. While there may be certain
costs involved in the re-onboarding of these merchants, due to the existing services offerings provided, DigiAsia does not view these
costs as material. Further, there may be a short-term impact on revenues while the merchants are being migrated to DigiAsia’s or
another third party’s system. Additionally, given that DigiAsia also onboards its own acquired merchants on the customer’s
platform with whom they have direct relationships, and such merchants contribute to a significant percentage of the overall merchant base
of the customer, even if the customer ceases to be a client of DigiAsia, DigiAsia considers that the impact on loss of merchants and end-users
will be limited and, consequently, the impact on DigiAsia’s revenue will be limited as well.

The customer is obligated to settle
its dues owed to DigiAsia as per agreed terms, from the date of the API hit, failing which DigiAsia can suspend its services and the contract
further elaborates the mechanism through which the customer may remediate its actions by way of clearing all receivables of DigiAsia.
The customer’s dependency on DigiAsia’s solutions is high, as identifying an alternative solution to seamlessly migrate to
another platform as well as obtaining merchant consents individually to migrate to another software or solution involves tedious tasks
and can cause significant disruption of operations for the distributors and merchants, which acts as a detriment for the customer to identify
any alternative solution provider for the services rendered by DigiAsia to them.

Further, the customer has a fairly
large customer base consisting of hundreds of various distributors and merchants, with the number increasing each year. The services offered
by DigiAsia in the form of APIs are availed of by the customer to enable further offering of its products and services to distributors
and merchants. As a result, the management of DigiAsia believes that although there is concentration risk towards a single customer, it
does not pose any significant threat to continue DigiAsia’s operations as a going concern

Given the competitiveness and
dynamics of the Indonesian market, price sensitivity is an important business driver to choose a service provider such as DigiAsia.
Accordingly, even if competitors may provide less comprehensive or less robust and reliable services and offerings, there exists the
possibility of competitors trying to significantly undercut DigiAsia’s pricing, to capture the customer’s business, just
by the disclosure of the name of the customer, and create additional competition and pricing pressure for DigiAsia, should the
client’s name be disclosed. DigiAsia’s management respectfully posits that disclosing the name of the customer would
cause irreparable harm to its competitive position, business, operations and financial condition. Further, DigiAsia’s
management respectfully submits that the summary of services and solutions being rendered to the customer and description of other
material terms of the agreement with the customer set forth in Amendment No. 1 adequately covers the relationship with the
customer and that providing the agreement as an exhibit to the registration statement will not provide additional pertinent
information to investors with respect to the services and solutions being provided to the customer and is not necessary for the protection of investors.

Intellectual Property, page 234

 9. Please expand your disclosure to provide additional description of your patent portfolio. For each
material patent and patent application, disclose the scope and technology of each, the type of patent protection, jurisdiction, and
expiration dates. Consider including tabular disclosure for ease of use.

Response:
DigiAsia does not currently have any issued patents or pending patent applications. In response to the Staff’s comment, the Company
has revised its disclosure on page 242 of Amendment No.1 to clarify that DigiAsia does not currently have any issued patents or
pending patent applications.

DigiAsia's Management's Discussion and Analysis
of Financial Condition and Results of Operations, page 248

 10. You indicate that you believe DigiAsia's management effectively manages their key performance metrics.
However, you do not identify any key performance indicators or quantify any of those metrics in your prospectus. Please revise where appropriate
to provide and quantify the material key performance indicators DigiAsia's management uses in evaluating their business operations.

Response:
In response to the Staff’s comment, the Company has revised its disclosure under the section titled “DigiAsia’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in Amendment No.1 to provide and
quantify certain material key performance indicators DigiAsia's management uses in evaluating DigiAsia’s business operations.

Results of Operations

Revenues, page 252

 11. You disclose that the increase in API service revenue of 38.2% in 2022 was driven by an increase in
API hits. Additionally, you disclose on page 147 that DigiAsia expects to achieve more than 7.0 billion API hits for the fiscal