Correspondence 0001829126-25-007454 from StoneBridge Acquisition II Corp (APAC, APACR, APACU) (CIK 0002043630)
StoneBridge Acquisition II Corp (APAC, APACR, APACU) (CIK 0002043630)
Date: Sept. 17, 2025 · CIK: 0002043630 · Accession: 0001829126-25-007454
AI Filing Summary & Sentiment
File numbers found in text: 333-286983
Referenced dates: September 16, 2025
Show Raw Text
CORRESP
1
filename1.htm
September 17, 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.
4 to Registration Statement on Form S-1
Filed September
9, 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 the comment of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (“Amendment No. 4”)
filed with the Commission on September 9, 2025, as set forth in the Staff’s letter dated September 16, 2025 (the “Comment
Letter”).
Set forth below is the Company’s
response to the Staff’s comment in the Comment Letter. For reference purposes, the text of the Staff’s comment is reproduced
in bold below, followed by the Company’s response to the comment.
Amendment No. 4 for 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.
Response: The Company respectfully
acknowledges the Staff’s comment. We advise the Staff that the disclosure in Amendment No. 4 appropriately reflects the classification
of the redeemable Class A ordinary shares of the Company in accordance with ASC 480-10-S99.
www.kessepllc.com
All of the 5,000,000 ordinary shares
sold as part of the units in the offering contain a redemption feature which allows for the redemption of such public shares in connection
with (i) the Company’s liquidation, (ii) a shareholder vote or tender offer in connection with the Company’s initial business
combination, or (iii) certain amendments to the Company’s amended and restated memorandum and articles of association.
In accordance with the Commission’s
guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control
of a company require shares subject to redemption to be classified outside of permanent equity. Given that the 5,000,000 ordinary shares
sold as part of the units in the offering will be issued with other freestanding instruments (i.e., public rights), the initial carrying
value of ordinary shares classified as temporary equity is determined based on allocated proceeds in accordance with ASC 470-20. As such,
the Company’s presentation of $45,100,000 of Class A ordinary shares subject to redemption represents the gross proceeds, net of
the fair value of the rights included in the units and offering costs allocated to the shares, consistent with the relative fair value
method applied.
Furthermore, because the Company’s
ordinary shares are subject to ASC 480-10-S99, if it is probable that the equity instrument will become redeemable, the Company is permitted
to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date it becomes probable
that the instrument will become redeemable, if later) to the earliest redemption date of the instrument, or (ii) recognize changes in
the redemption value immediately as they occur. The Company has elected to accrete changes in the redemption value over the period from
issuance to the earliest redemption date (expected to be 18 months from the effective date of the Company’s Registration Statement
on Form S-1, consistent with the anticipated timeframe to consummate an initial business combination) using the effective interest method.
Accordingly, the Company believes that
the current disclosure, which reflects $45,100,000 as the carrying value of the Class A ordinary shares subject to redemption, is consistent
with both ASC 480-10-S99 and ASC 470-20, and therefore no further revisions to the capitalization table or Summary Financial Data are necessary.
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