SecProbe.io

December 2, 2024
Bhargav Marepally
Chief Executive Officer
StoneBridge Acquisition II Corporation
One World Trade Center, Suite 8500
New York, NY 10007
Re:StoneBridge Acquisition II Corporation
Draft Registration Statement on Form S-1
Submitted November 6, 2024
CIK No. 0002043630
Dear Bhargav Marepally:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
Please disclose the amount of securities issued or to be issued to the sponsor, affiliates
or promoters, as required by Item 1602(a)(3) of Regulation S-K. For example,
disclose that you may issue additional founder shares to maintain the sponsor's 20%
interest if there is a change in the size of the offering. Also describe the anti-dilution
adjustments that may be made to the one-to-one conversion of founder shares at the
time of the business combination. Disclose the possible issuance of private placement
warrants upon conversion of up to $1,500,000 of loans that may be made by your
sponsor or an affiliate, and any other securities you may issue to the sponsor, its
affiliates and promoters. Disclose the price paid or to be paid for such securities,
including the price paid for the outstanding founder shares, and disclose whether any 1.

December 2, 2024
Page 2
compensation and securities issuances may result in a material dilution of the
purchaser’s equity interests. Finally, include a cross-reference to the locations of
related disclosures in the prospectus, including the disclosures required by Item
1602(b)(6). Please see Item 1602(a)(3) of Regulation S-K.
2.Please revise your cover page to state whether there are any limitations on redemption
rights, as required by Item 1602(a)(2) of Regulation S-K. In this regard, we note
disclosure on page 30 of the prospectus regarding shareholders holding 15% or more
of the shares sold in the offering, and disclosure on page 97 that redemptions cannot
cause net tangible assets to fall below $5,000,001.
3.We note your disclosure that non-managing investors are not obligated to vote in
favor of an initial business combination. Please revise here and where similar
disclosure appears throughout the prospectus to clearly state that non-managing
investors will nevertheless be incentivized to vote in favor of the business
combination because of their indirect interest in founder shares and private placement
warrants. Similarly, where you state on page 22 that non-managing sponsor investors
are not required to vote in favor of the transaction, please clarify statements that they
will “potentially have different interests than our public shareholders . . . because of
their indirect ownership of founder shares . . .” to describe the non-managing sponsor
investors' financial incentive to vote in favor of a business combination.
Summary, page 1
4.Please revise to discuss the impact that competition among other SPACs will have on
your ability to identify and evaluate a target company. For example, describe how this
competition may hinder your ability to negotiate attractive terms for an acquisition.
See Item 1602(b)(1) of Regulation S-K.
5.We note your disclosure on pages 9 and 21 that you will have 24 months to
consummate a business combination and that you may seek shareholder approval to
extend the time period. Please revise the summary to disclose whether there are any
limitations on extensions or their duration, including the number of times you may
extend, and the consequences to the sponsor of not completing an extension. See Item
1602(b)(4) of Regulation S-K.
We note your disclosure on pages 3 and 105 that you intend to complete a business
combination with a company that has an enterprise value of between $200 million and
$1.5 billion, a value that exceeds the net proceeds of the offering. Please include
disclosure within the summary under an appropriate subcaption to provide a more
comprehensive discussion regarding any plans to seek additional funding and the
impact of any additional funding on unaffiliated shareholders. For example, discuss
any plans to seek additional financings in connection with meeting working capital
needs in the search for the initial business combination, for the completion of an
initial business combination, or in connection with the redemption of a significant
number of your public shares. We note disclosure on page 30 regarding the use of
equity-linked securities, loans advances and other indebtedness, forward purchase
agreements and backstop arrangements to satisfy net tangible assets or minimum cash
requirements, and disclosure on page 23 regarding loans and investments from your
sponsor and others to pay expenses prior to a business combination. See Item 6.

December 2, 2024
Page 3
1602(b)(5) of Regulation S-K.
7.Please provide a compensation table detailing the nature and amount of the
compensation received or to be received by, and the amount and price of securities
issued or to be issued to the SPAC sponsor, its affiliates, and promoters, as well as all
other appropriate items required by Item 1602(b)(6) of Regulation S-K. To the extent
that officers or directors are affiliates of the sponsor, please also include as
compensation any potential consulting, success or finders fees and any other salary
fee that may become payable to them or your sponsor in an amount that constitutes a
market standard for transactions comparable to the business combination and related
transactions, as contemplated in disclosure on page 138.
Expression of Interest, page 21
8.We note your disclosure here and elsewhere that non-managing sponsor investors
have expressed an interest in purchasing a portion of the offering. Please disclose the
number of non-managing sponsor investors who have expressed an interest in
purchasing units and whether you believe these purchases will affect your ability to
meet Nasdaq listing requirements. Please file any agreements or forms of agreements
with the non-managing sponsor investors as exhibits or advise us why they are not
material.

Anticipated expenses and funding sources, page 22
9.We note that unless and until you complete a business combination, you may pay
expenses only from permitted withdrawals of interest from the trust account and the
items in the bullet points on page 23. Please revise to clarify that you may take
permitted withdrawals of interest from the trust account for working capital only after
a business combination agreement has been entered into, consistent with disclosure in
the definition of "permitted withdrawals" on page 2. Please include similar disclosure
in your risk factor "If the net proceeds of this offering . . ." on page 47.
Manner of conducting redemptions, page 27
10.We note your disclosure on page 28 that in addition to the sponsor’s founder shares,
you will need 37.5%, of the 20,000,000 public shares sold in this offering to be voted
in favor of an initial business combination. Given that the non-managing sponsor
investors will have an incentive to vote their public shares in favor of the of the
business combination please disclose, if true, that you may not need any public
shareholders to approve a business combination.
Conflicts of Interest, page 33
Please revise to also refer to your sponsor and its affiliates and promoters and their
conflicts of interest in this discussion, as required by Item 1602(b)(7) of Regulation S-
K. Include disclosure of conflicts resulting from the repayment of sponsor loans, such
as you have discussed on page 143, and revise disclosure regarding the financial
interests of the sponsor, officers and directors to provide more quantitative
information about the value of their investments in founder shares and private
warrants that may be lost if a business combination does not occur. Please also 11.

December 2, 2024
Page 4
disclose that the company is not prohibited from engaging in a business combination
with a target that has a relationship with entities that may be affiliated with your
sponsor, affiliates, promoters, officers, directors or existing holders as described on
page 58. Finally, where you state that you do not believe that any potential conflicts
would materially affect your ability to complete your initial business combination,
please explain the basis for such belief.
Risk Factors
Risks Relating to our Search for, and Consummation of or Inability to Consummate, a
Business Combination
If we are deemed to be an investment company under the Investment Company Act..., page
50
12.We note your risk factor disclosure on pages 49 through 52 addressing the extent to
which you could be deemed to be an investment company and the mitigation
measures you may implement. We also note your statement that by restricting the
investment of the proceeds to government securities you intend to avoid being deemed
an "investment company." Please revise to include disclosure that notwithstanding
your investment activities or these mitigation measures you could still be deemed to
be or have been an investment company at any time since your inception.
We do not have a specified maximum redemption threshold, page 61
13.Please reconcile disclosure that you do not have a specified maximum redemption
threshold with disclosure in footnote 4 to the Capitalization table on page 97 stating
that redemptions cannot cause net tangible assets to fall below $5,000,001.
We may not be able to complete an initial business combination..., page 64
14.With a view toward disclosure, please tell us whether your sponsor is, is controlled
by, has any members who are, or has substantial ties with, a non-U.S. person.
Use of Proceeds, page 89
15.We note that you have included only 12 months of administrative services fees in your
use of proceeds held outside the trust. Since your completion window is 24 months,
please explain why you have not provided for 24 months of administrative service
fees, and how you expect to cover those costs if not from proceeds held outside the
trust.
Dilution, page 94
16.We refer you to your tabular presentation of dilution at quartile intervals on the
outside cover page and on pages 95 and 96. Such tabular presentation appears to
assume your maximum redemption threshold is the entire amounts of shares to be sold
to public shareholders as part of this offering. We further note your disclosure within
footnote 4 on page 97 that redemptions cannot cause your net tangible assets to fall
below $5,000,001. Please tell us how you considered this redemption restriction in
your determination of your maximum redemption threshold for your dilution
presentation. Please refer to Item 1602 of Regulation S-K.
Please expand your narrative disclosure to describe each material potential source of 17.

December 2, 2024
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future dilution. Your revisions should address, but not be limited to, founder shares
anti-dilution rights, shares or other securities that may be issued in connection with
the closing of your initial business combination (including specifically discussing that
you intend to target a business that has an enterprise value of up to $1.5 billion), and
sponsor working capital loans that may be convertible into equity. Reference is made
to Item 1602(c) of Regulation S-K.
Capitalization, page 97
18.Please tell us how you have determined that your warrants should be accounted for as
liabilities, and how you determined that the fair value of the warrants as of September
30, 2024, as adjusted, is zero.
Proposed Business
Our Sponsor, page 106
19.Please revise to include more details about the completed business combination of the
prior SPAC, Stonebridge Acquisition Corporation with DigiAsia including any
additional financing needed for the transaction and the level of redemptions. See Item
1603(a)(3) of Regulation S-K.
20.Please disclose all persons who have a direct and/or indirect material interest in the
SPAC sponsor, as well as the nature and amount of their interests. See Item
1603(a)(7) of Regulation S-K.
Principal Shareholders
Restrictions on Transfers of Founder Shares and Private Placement Warrants, page 149
21.Please disclose in tabular format the material terms of any agreement, arrangement, or
understanding regarding restrictions on whether and when the SPAC sponsor and its
affiliates may sell securities of the company as required by Item 1603(a)(9).
22.Please revise the disclosure on page 149 and similar disclosure elsewhere in the
prospectus to address whether there are any circumstances or arrangements under
which your sponsor or affiliates have or could indirectly transfer ownership of your
securities, such as through the transfer of sponsor membership interests. See Item
1603(a)(6) of Regulation S-K. If such circumstances or arrangements exist, or if there
are no limitations on the possible transfer of sponsor membership interests, please
disclose this and include risk factor disclosure about the possibility that ownership and
control of the sponsor may be transferred to another party or that Stonebridge
Acquisition Sponsor II LLC may be removed as sponsor before identifying and
completing a business combination.
Executive Officer and Director Compensation, page 137
We note disclosure on your cover page that members of your management team and
your board of directors will directly or indirectly own founder shares and/or private
placement units following the offering. Please clarify whether this refers only to
Messrs. Marepally and Antony. If other members of the board of directors will receive
these direct or indirect interests in founder shares and/or private placement units as
compensation for their services, please disclose in this section. See Item 402(r)(3) of 23.

December 2, 2024
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Regulation S-K.
            Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Kelvin Kesse, Esq.