SecProbe.io

CORRESP
1
filename1.htm

August 22, 2025

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

        Attention:

        Catherine De Lorenzo

        Pamela Long

        Eric McPhee

        Wilson Lee

    Re:
    StoneBridge Acquisition II Corporation
 Amendment No. 2 to Registration Statement on Form S-1
 Filed August 1, 2025
 File No. 333-286983

Ladies and Gentlemen:

This letter is submitted on behalf
of our client, StoneBridge Acquisition II Corporation (the “Company”), in response to comments of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the Commission on August 1, 2025,
as set forth in the Staff’s letter dated August 12, 2025 (the “Comment Letter”).

Set forth below are the Company’s responses to the Staff’s comments in the Comment Letter. For reference purposes, the text of the Staff’s comments are reproduced in bold below, each followed by the Company’s response to the comment. The numbered paragraphs below correspond to the numbered comments in the Comment Letter.

Additionally, the Company is
concurrently filing Amendment No. 3 to its Registration Statement on Form S-1, which
reflects revisions in response to the Comment Letter and certain other updates.

Kesse PLLC ● www.kessepllc.com ● T 346.348.0239
 845 Texas Avenue, Suite 200, Houston, Texas 77002

Amendment
No. 2 for Registration Statement on Form S-1

Exhibits

 1. We
                                            note your disclosure on page 86 of the registration statement that the exclusive forum provision
                                            of the rights agreement will not apply to Exchange Act claims but will apply to Securities
                                            Act claims arising out of or relating in any way to the rights agreement. The form of rights
                                            agreement filed as Exhibit 4.4 states that the provision will not apply to suits brought
                                            to enforce Exchange Act claims but does not address whether this applies to Securities Act
                                            claims. Please confirm whether these provisions will apply to Securities Act claims and please
                                            revise exhibit 4.4 accordingly.

Response:
In response to the Staff’s comment, Section 7.3 of the form of rights agreement filed as Exhibit 4.4 has been revised
to clarify that the exclusive forum provision will apply to Securities Act claims.

 2. Disclosure
                                            on the cover page and elsewhere states that redemptions of Class A shares held by public
                                            shareholders will be subtracted in the calculation of any adjustment to the anti-dilution
                                            provision of the Class B shares at the time of the initial business combination, however
                                            this provision does not appear in Article 17 of the charter filed as Exhibit 3.2 to the registration
                                            statement. Please reconcile.

Response:
In response to the Staff’s comment, Article 17 of the charter filed as Exhibit 3.2 to the registration statement has been revised
to state that redemptions of Class A shares held by public shareholders will be subtracted in the calculation of any adjustment to the
anti-dilution provision of the Class B shares at the time of the initial business combination.

Should
you have further comments or require further information, or if any questions should arise in connection with this submission, please
call the undersigned at (346) 348-0239 or at (425) 802-9052. You also may contact the undersigned by email at kelvinkesse@kessepllc.com.

    Yours truly,

    /s/ Kelvin Kesse

    Kelvin Kesse

    cc:
     Bhargav Marepally, Chief Executive Officer of StoneBridge Acquisition II Corporation

     StoneBridge Acquisition II Corporation

    www.kessepllc.com