SEC Comment Letter 0000000000-25-010044 to StoneBridge Acquisition II Corp (APAC, APACR, APACU) (CIK 0002043630)
StoneBridge Acquisition II Corp (APAC, APACR, APACU) (CIK 0002043630)
Date: Sept. 16, 2025 · CIK: 0002043630 · Accession: 0000000000-25-010044
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-286983
Letter
September 16, 2025 Bhargav Marepally Chief Executive Officer StoneBridge Acquisition II Corporation One World Trade Center, Suite 8500 New York, NY 10007 Re:StoneBridge Acquisition II Corporation Amendment No. 4 to Registration Statement on Form S-1 Filed September 9, 2025 File No. 333-286983 Dear Bhargav Marepally: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe this comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our August 12, 2025 letter. Amendment No. 4 to Registration Statement on Form S-1 Capitalization, page 100 1.We note that you are offering 5,000,000 Class A ordinary shares as part of your initial public offering of units for a value of $50,000,000, however, the amount reflected on your capitalization table only shows Class A ordinary shares of $45,100,000 subject to redemption. In this regard, the full value of shares subject to redemption should be reflected in accordance with ASC 480-10-S99-3A. Please revise accordingly. Your Summary Financial Data on page 41 should be similarly revised.
September 16, 2025 Page 2 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 Pamela Long at 202-551-3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Kelvin Kesse, Esq.
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September 16, 2025
Bhargav Marepally
Chief Executive Officer
StoneBridge Acquisition II Corporation
One World Trade Center, Suite 8500
New York, NY 10007
Re:StoneBridge Acquisition II Corporation
Amendment No. 4 to Registration Statement on Form S-1
Filed September 9, 2025
File No. 333-286983
Dear Bhargav Marepally:
We have reviewed your amended registration statement and have the following
comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe this comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 12, 2025 letter.
Amendment No. 4 to Registration Statement on Form S-1
Capitalization, page 100
1.We note that you are offering 5,000,000 Class A ordinary shares as part of your initial
public offering of units for a value of $50,000,000, however, the amount reflected on
your capitalization table only shows Class A ordinary shares of $45,100,000 subject to
redemption. In this regard, the full value of shares subject to redemption should be
reflected in accordance with ASC 480-10-S99-3A. Please revise accordingly. Your
Summary Financial Data on page 41 should be similarly revised.
September 16, 2025
Page 2
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 Pamela Long at 202-551-3765 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Kelvin Kesse, Esq.