0001844981
false
00-0000000
0001844981
2023-07-31
2023-07-31
0001844981
APAC:UnitMember
2023-07-31
2023-07-31
0001844981
us-gaap:CommonClassAMember
2023-07-31
2023-07-31
0001844981
us-gaap:WarrantMember
2023-07-31
2023-07-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 31, 2023
StoneBridge
Acquisition Corporation
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-40613 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
One World Trade Center
Suite 8500
New York, NY 10007
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (646) 314-3555
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on
which registered |
Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant |
|
APACU |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Class A ordinary shares par value $0.0001 per share |
|
APAC |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants, each exercisable for one Class A ordinary share for $11.50 per share |
|
APACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01. Regulation FD Disclosure
On July 31, 2023,
StoneBridge Acquisition Corporation (“StoneBridge”) and DigiAsia
Bios Pte. Ltd. (“DigiAsia”), published on their respective
company websites a joint investor presentation (the “Investor
Presentation”). A copy of the Investor Presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
The information in this
Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under
the Securities Act of 1933, as amended (the “Securities Act”) or the
Exchange Act, regardless of any general incorporation language in such filings. The submission of the information set forth in this Item
7.01 will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibits 99.1.
Important Information
for Investors and Shareholders About the Business Combination and Where to Find It
This
document relates to a proposed transaction between StoneBridge and DigiAsia. StoneBridge’s shareholders and other interested persons
are advised to read, carefully and in their entirety, the preliminary proxy statement/prospectus included in the registration statement
on Form F-4 (the “Registration Statement”) filed with the U.S. Securities
and Exchange Commission (the “SEC”) on June 26, 2023 (including any
amendments or supplements thereto) and, when available, the definitive proxy statement/prospectus, as well as other documents filed with
the SEC, as these materials will contain important information about StoneBridge, DigiAsia and the other parties to the Business Combination
Agreement (as defined in the Registration Statement), and the Business Combination (as defined in the Registration Statement). After the
Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to shareholders of StoneBridge
as of a record date to be established for voting on the Business Combination and other matters described in the Registration Statement.
StoneBridge
shareholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be
incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at sec.gov, or
by directing a request to: StoneBridge Acquisition Corporation, One World Trade Center Suite 8500, New York, New York 10007, Attention:
Chief Financial Officer, (646) 314-3555.
Participants in the Solicitation
StoneBridge and DigiAsia and their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies from StoneBridge’s shareholders
in connection with the proposed transaction. A list of the names of the directors and executive officers of StoneBridge and information
regarding their interests in the Business Combination will be contained in the proxy statement/prospectus. You may obtain free copies
of these documents as described in the preceding paragraph.
Forward-Looking Statements
All statements contained
in this Current Report on Form 8-K other than statements of historical facts, contains certain statements that are forward-looking statements.
Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target,” “continue,” “may” or other similar expressions that predict or indicate
future events or trends or that are not statements of historical matters, but the absence of these words does not mean a statement is
not forward looking. Indications of, and guidance or outlook on, future earnings, dividends or financial position or performance are also
forward-looking statements.
These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied
in the forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that
are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Most of these factors are
outside StoneBridge’s and DigiAsia’s control and are difficult to predict. Factors that may cause such differences include,
but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to the termination of the
Business Combination Agreement; (ii) the outcome of any legal proceedings that may be instituted against StoneBridge and DigiAsia following
the announcement of the Business Combination Agreement and the transactions contemplated therein; (iii) the inability to complete the
proposed transactions, including due to failure to obtain approval of the shareholders of StoneBridge, certain regulatory approvals, or
the satisfaction of other conditions to closing in the Business Combination Agreement; (iv) the occurrence of any event, change, or other
circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transaction to
fail to close; (v) the impact of the COVID-19 pandemic on DigiAsia’s business and/or the ability of the parties to complete the
proposed transactions; (vi) the inability to maintain the listing of StoneBridge shares on the Nasdaq Stock Market following the proposed
transactions; (vii) the risk that the proposed transactions disrupts current plans and operations as a result of the announcement and
consummation of the proposed transactions; (viii) the ability to recognize the anticipated benefits of the proposed transactions, which
may be affected by, among other things, competition, the ability of DigiAsia to grow and manage growth profitably, and retain its key
employees; (ix) costs related to the proposed Business Combination; (x) changes in applicable laws or regulations; and (xi) the possibility
that DigiAsia or StoneBridge may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of
factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in StoneBridge’s
most recent filings with the SEC, including StoneBridge’s F-4 Registration Statement, filed with the SEC on June 26, 2023. These
filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from
those contained herein. All subsequent written and oral forward-looking statements concerning StoneBridge or DigiAsia, the transactions
described herein or other matters attributable to StoneBridge, DigiAsia or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Each of StoneBridge and DigiAsia expressly disclaims any obligations or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto
or any change in events, conditions, or circumstances on which any statement is based, except as required by law.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute
a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Business Combination. This Current
Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
StoneBridge Acquisition Corporation |
|
|
|
By: |
/s/ Bhargava Marepally |
|
Name: |
Bhargava Marepally |
|
Title: |
Chief Executive Officer |
Date: July 31, 2023
Exhibit 99.1
| DigiAsia Bios
Investor Presentation |
| Disclaimer
This presentation (together with oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only. This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a
potential business combination between DigiAsia Bios Pte. Ltd.. (“DigiAsia Bios”,"DigiAsia" or the “Company”) and StoneBridge Acquisition Corporation (“StoneBridge”) and the related transactions (the “Proposed Business Combination”) and for no
other purpose. These materials are exclusively for the use of the party or the parties to whom they have been provided by representatives of StoneBridge and DigiAsia Bios. By accepting this Presentation, you acknowledge and agree that all of
the information contained herein or disclosed orally during this Presentation is confidential and that you will not distribute, disclose and/or use such information for any purpose other than for the purpose of your firm’s participation in the potential
financing, that you will not distribute, disclose or use such information in any way detrimental to DigiAsia Bios or StoneBridge, that you will return to StoneBridge and DigiAsia Bios, delete or destroy this Presentation upon request and that you will
promptly notify StoneBridge and DigiAsia Bios and their respective representatives of any unauthorised release, disclosure or use of these materials or the information and data contained herein. No representations or warranties, express or implied
are given in, or in respect of, this Presentation. Furthermore, all or a portion of the information contained in these materials may constitute material non-public information of StoneBridge, DigiAsia Bios and other parties that may be referred to in
the context of those discussions. You are also being advised that the United States securities laws restrict persons with material non-public information about a company obtained directly or indirectly from that company from purchasing or selling
securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. You
agree that you and your firm will not purchase or sell securities of StoneBridge on the basis of any non-public information contained in this Presentation, unless and until such information has been disseminated fully to the public, other than the
purchase by your firm of StoneBridge securities, directly from StoneBridge, as part of the potential financing relating to the Proposed Business Combination. To the fullest extent permitted by law, in no circumstances will StoneBridge, DigiAsia Bios
or any of their respective subsidiaries, equityholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of
this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of DigiAsia Bios or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of DigiAsia Bios and of the
relevance and adequacy of the information and should make such other investigations as they deem necessary.
Nothing herein should be construed as legal, financial, tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein. The general explanations
included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs.
StoneBridge has filed a registration statement on Form F-4 with the United States Securities and Exchange Commission ("SEC") which contains a proxy statement, a prospectus and other relevant documents. You are urged to read the proxy
statement/prospectus and any other relevant documents filed with the SEC because they contain important information about StoneBridge, DigiAsia Bios and the Proposed Business Combination. You will be able to obtain a free copy of the proxy
statement/prospectus , as well as other filings containing information about StoneBridge, DigiAsia Bios and the Proposed Business Combination, without charge, at the SEC’s website located at www.sec.gov. This Presentation does not purport to
contain all the information that should be considered concerning the Proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Business Combination.
StoneBridge, DigiAsia Bios and their directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from StoneBridge’s stockholders in respect of the Proposed Business Combination and the
other matters set forth in the proxy statement/prospectus. Information regarding StoneBridge’s directors and executive officers is available under the heading “Management” in StoneBridge’s final prospectus filed with the SEC on July 19, 2021. To
the extent such holdings of StoneBridge’s securities may have changed since that time, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus relating to the Proposed Business Combination.
No Offer or Solicitation
This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other
specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offering of securities (the “Securities”) will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”), and will be offered as a private placement in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. Accordingly, the Securities
must continue to be held unless a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail themselves of any
exemption under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their
investment for an indefinite period of time. Neither DigiAsia Bios nor StoneBridge is making an offer of the Securities in any jurisdiction where the offer is not permitted.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE.ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A
CRIMINAL OFFENSE. |
| Industry and Market Data
This Presentation relies on and refers to information and statistics regarding the markets in which DigiAsia Bios competes and other industry data. This information and statistics were obtained from third-party sources, including reports by market research
firms. Although StoneBridge and DigiAsia Bios believe these sources to be reliable, they have not independently verified the information and do not guarantee its accuracy and completeness. This Presentation contains preliminary information only, is subject
to change at any time and is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with DigiAsia Bios and StoneBridge. Viewers of this
Presentation should each make their own evaluation of DigiAsia Bios and of the relevance and adequacy of the information and should make such other investigations as they deem necessary.
Trademarks and Trade Names
DigiAsia Bios and StoneBridge own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation also contains trademarks, service marks and trade
names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to and does not imply a relationship with DigiAsia Bios or
StoneBridge, or an endorsement or sponsorship by or of DigiAsia Bios or StoneBridge. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references
are not intended to indicate, in any way, that DigiAsia Bios or StoneBridge will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.
Forward-Looking Statements
This Presentation includes “forward-looking statements” within the meaning of the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as
“estimate,” “plan,” “project”, “forecast”, “intend,” “expect”, “anticipate,” “believe,” “seek,” “may,” “will,” “continue,”, “should,” “would,” “predict” or other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity and market share. These statements are based on
various assumptions, whether or not identified in this Presentation, and on the current expectations of DigiAsia Bios’s and StoneBridge’s management and are not predictions of actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DigiAsia Bios and StoneBridge. These forward-looking statements are subject to a number of risks and uncertainties, including the possibility that the
expected growth of DigiAsia Bios’s business will not be realized, or will not be realized within the expected time period, due to, among other things: DigiAsia Bios’s goals and strategies, future acquisitions or business development, financial condition and
results of operations; DigiAsia Bios’s ability to attract and retain hosts and guests; DigiAsia Bios’s ability to accurately predict future revenues for the purpose of appropriately budgeting and adjusting DigiAsia Bios’s expenses; DigiAsia Bios’s ability to grow
and expand into new markets; the effects of increased competition in DigiAsia Bios’s markets and the ability to address those trends and developments; DigiAsia Bios’s ability to attract, train and retain key qualified personnel; the impact of the COVID-19
pandemic on DigiAsia Bios’s business, results of operations and financial condition; the impact of the COVID-19 pandemic on the global economy; and regulatory developments in foreign countries. Forward-looking statements are also subject to additional
risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Business Combination, including the risk that any
required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of the
shareholders of StoneBridge is not obtained; failure to realize the anticipated benefits of the Proposed Business Combination; risks relating to the uncertainty of the projected financial information with respect to DigiAsia Bios; risks related to the rollout of
DigiAsia Bios’s business and the timing of expected business milestones; the effects of competition on DigiAsia Bios’s business; the amount of redemption requests made by StoneBridge’s public shareholders; the ability of StoneBridge or the combined
company to issue equity or equity- linked securities or obtain debt financing in connection with the Proposed Business Combination or in the future; and those factors discussed in StoneBridge’s final prospectus that forms a part of StoneBridge’s Registration
Statement on Form F4, filed with the SEC pursuant to Securities Act of 1933 on June 23, 2023 under the heading “Risk Factors” and other documents of StoneBridge filed with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither StoneBridge nor DigiAsia Bios presently knows or that StoneBridge and DigiAsia Bios currently believe are immaterial that
could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect StoneBridge’s and DigiAsia Bios’s expectations, plans or forecasts of future events and views as of the date of
this Presentation. StoneBridge and DigiAsia Bios anticipate that subsequent events and developments will cause StoneBridge’s and DigiAsia Bios’ assessments to change. However, while StoneBridge and DigiAsia Bios may elect to update these forward-looking statements at some point in the future, StoneBridge and DigiAsia Bios specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing StoneBridge’s and DigiAsia Bios’s assessments as of any
date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Use of Projections
This Presentation contains projected financial information with respect to DigiAsia Bios. Such projected financial information constitutes forward-looking information, is for illustrative purposes only and should not be relied upon as necessarily being indicative
of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause
actual results to differ materially from those contained in the projected financial information. See the “Forward-Looking Statements” paragraph above. Actual results may differ materially from the results contemplated by the projected financial information
contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such information will be achieved. Neither StoneBridge’s nor DigiAsia Bios’s
independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of
assurance with respect thereto for the purpose of this Presentation. Certain of the measures included in the Initial Projections are non-GAAP financial measures, namely EBITDA. Non-GAAP financial measures should not be considered in isolation from, or as a
substitute for, financial information presented in compliance with U.S. GAAP, and non-GAAP financial measures as used by DigiAsia may not be comparable to similarly titled amounts used by other companies. These non-GAAP measures are uncertain and
depend on various factors that cannot be reliably predicted and so reconciliations for projections of non-GAAP financial measures have not been provided.
Disclaimer |
| Offers Pre-Paid cards
Enables P2P lending
Facilitate Remittances
WaaS
Wallet as a Service
Offers B2B fintech
platform to merchants,
partners, and end
customers for bill
payments, supply chain
payments, branchless
banking solutions
FaaS
Fintech as a Service
Offers wallets to
customers for loyalty
and transactions
BaaS
Banking as a Service
Bill Payments E-wallets
Building a modern embedded finance platform for
emerging markets in Southeast Asia, with a three-pronged
strategy
DigiAsia
Branchless
Banking
Lending Marketplace
Remittances
Supply Chain
Payments
4
Pre-Paid Cards |
| $2.7 bn+
GTV Run Rate
Annualized Q4 2022
2%
Implied Take Rate
FY 22
$57 mm
Annualized
Revenue Q4 2022
~144%
GTV CAGR
(2021-2023E)
780K+
Total Merchants
on platform
4.5 bn
# of Transactions
processed for
FY2022
10
Lending
Partners
70
Enterprise
Customer
Key Numbers
$100 mm
Projected Revenue in
FYE 2023
FaaS
97% 2% 1%
WaaS BaaS
Notes: GTV means Gross Transaction Value and is reported in IDR and converted to USD at the rate of USD 1 : 14871 IDR.
1. For FaaS and Remittance verticals only. 2. As of March 31, 2023. 3. # of API hits and # of Transactions processed for Remittance. 4. Graphs may not be proportionate 5
3
4
1
1
1
2 2 2 |
| 1 Transaction overview
2
Partnerships
3
Market potential
4
Company overview
5 Financial overview |
| Subir Lohani
Chief Strategy Officer
& Interim CFO DigiAsia
Ken Sommer
Board Member
Ex-CEO & CFO-Visa
Prashant Gokarn
Co-Founder & Co-CEO DigiAsia.
Alexander Rusli
Co-Founder & Co-CEO DigiAsia
Today's Presenters
DigiAsia Bios
Bhargava Marepally
CEO, StoneBridge
Prabhu Antony
President & CFO,
StoneBridge
Hendra Widjaja
Deputy CEO
DigiAsia
7
1
1. Ken Sommer is an Independent Director |
| B O A R D E X P E R I E N C E
STONEBRIDGE I
SPAC PROCESS
1
Target
Bhargava Marepally
CEO
Prabhu Antony
President & CFO
Richard Saldhanha
Board Member
Shamla Naidoo
Board Member
Naresh Kothar i
Board Member
Jef f Najar ian
Board Member
Sylvia Barnes
Board Member
$10B+ Deal Value
100+ Transactions
22+ Countries
Cross Border M&A, Corporate
Development, Strategic
Investments
Strategy &
M&A
Audit, Compliance, Reporting,
Public Listing
Corporate
Governance
Board experience
across 8 public
listed firms
Asia focus, Financial Services,
Fintech, SaaS
Global Leadership
& Sector Focus
Fortune 500 & Blue Chip
Leadership
Stonebridge Overview
A bridge for IPO-ready companies from Asia-Pacific region to access US capital Markets
8
17
Months
5
Termsheets
53
Meetings
11
Cities
IPO
July 2021
STONEBRIDGE I
SPAC PROCESS
1
Target |
| Digitizing SMEs offering
diversified products or
services
>50+% Gross Margins
Acquisition
Criteria
DigiAsia
Fitment
$500 mm at 5x of NTM
Revenues, an attractive
valuation related to peers
in payments and
emerging markets
Most recent private
benchmarking round
valuation at $450 mm
post money
Licenses and Tech stack
Offline to online
proprietary Infrastructure/
Ecosystem
More than 780K
merchants network
White label financial
products for Banks
Embedded financial
products easily integrated
to partner’s ecosystem
Breakeven in FY 2023
Target Revenues of
$100 mm for FY 2023
Target EBITDA over
$10 mm forward
twelve months
Clear path to profitability:
Positive Economies of
scale
Exclusive Mastercard
partnership in Indonesia
$25 mm in Series B
Collaboration across
QR Payments
platform
Commercial
Payments
Shariah products
Launch of the first
Prepaid Mastercard in
Indonesia.
Marquee Strategic
Investors
Explosive
Growth
Right Priced
Enterprise Valuation
Deep
Moats
Outstanding
Management
Reliance Capital
relationship helps cross-sell
to a 2 million strong
customer base across Life,
Health and General
Insurance
Leading Impact investment
fund Leapfrog's strategic
investment through
operating entity Reliance
Capital
144% GTV CAGR
Stonebridge + DigiAsia + Investment Thesis
9
Alexander Rusli
Co-founder,Co-CEO
Prashant Gokarn
Co-founder, Co-CEO
Hendra Widjaja
Deputy CEO
Experience: Indosat ooredoo, Northstar
Experience: Indosat ooredoo, Reliance
Experience: Nexis Kapital Investama
Subir Lohani
Chief Strategy
Officer, Interim CFO
Experience: RocketInternet, Barclays
1
Notes: 1. GTV means Gross Transaction Value |
| ILLUSTRATIVEPROFORMAOWNERSHIP
PRO FORMA CAPITALIZATION
Shares (mm) %
SPAC Public Shareholders 4.05 6.86%
SPAC Sponsor 5.00 8.47%
Existing DigiAsia Bios shareholders 50.00 84.67%
Total 59.05 100.0%
ESTIMATED SOURCES AND USES PRO FORMA VALUATION
($mm, except per share amounts)
Share Price $10
PF Shares Outstanding (mm) 59.05
Pro Forma Equity Value $590.50
Net Trust Cash (20.00)
Estimated existing Balance sheet cash (1.80)
Pro Forma Enterprise Value $568.20
Existing DigiAsia Bios Shareholders
84.7%
SPAC Sponsor
8.5%
SPAC Public Shareholders
6.9%
Sources ($ mm)
SPAC Trust Equity 24.25
Stock allocated for transaction Expenses 10.50
Additional Capital Raise 5.75
Sponsor Share 50.00
Stock Consideration to Existing DigiAsia Bios Shareholder 500.00
Total Sources $590.50
Uses ($ mm)
Stock Consideration to Existing DigiAsia Bios Shareholders 500.00
Cash to Balance Sheet 20.00
Estimated Fees & Expenses 20.50
Sponsor Share 50.00
Total Uses $590.50
Transaction Overview
10
1
1.Estimated balance sheet cash is as on March 31 ,2023 |
| 1 Transaction overview
2
Partnerships
3
Market potential
4
Company overview
5 Financial overview |
| 2X
204
million
$130 bn
Digital economy growth
compared to GDP
Internet users
Digital Economy of Indonesia
Responsible for 60% of GDP and employs 97% of the workforce
Government plans to achieve 90% financial inclusion by 2024 via them
Indonesia's digital
economy by 2025
Indonesia: SEA’s Largest Economy
Southeast Asian Countries by GDP 2022
Indonesia
$1,319 bn
Thailand
$495 bn
Malaysia
$406 bn
Singapore
$467 bn
Philippines
$404 bn Vietnam
$409 bn
Myanmar
$59 bn
Cambodia
$30 bn
Laos
$16 bn
Brunei
$17 bn
Source: World Bank, IMF, e-conomy_sea_2022 report, Statista, IMF, Flourish - Digitizing the corner shop, EY Indonesia, https://www.aseanbriefing.com/news/asean-economic-outlook-2023/and PT Bank Raya
Indonesia Financial Update Presentation.
Notes: 1. It encompasses 17,508 islands, only 6,000 of which are inhabited. 2. Means Micro Small and Medium Enterprises. 3. Excluding Digital Financial Sector.
MSME Sector in Indonesia
16th
Largest
Economy in the
world
~$4,798
GDP per capita
5.0%
Projected Real
GDP growth
2023
84%
Population
under 54
(Nominal GDP in $ bn)
60 mm
Micro and Ultra
Micro businesses
3.5 mm
Warungs - Corner Shops,
Indonesia's retail backbone
3
World’s 4th most populated country of 280 million people with a GDP of $1.3tn, and home to 17,500 islands
12
1
2
Economic growth for Southeast Asia will be 4.7% in 2023 |
| $266 bn $175 bn $14 bn $6.7 bn
Payments
GTV
Remittance Pre-Paid Cards
Total Addressable Market
Total TAM represents the aggregation of the TAM for individual industry verticals.
Based on Q4 2022 annualized GTV run rate.
$10.0 bn for inbound remittances and approximately $4.6 bn for outbound remittances.
Notes: E-conomy_sea_2022 report, World Bank, and Research and Markets. GTV means Gross Transaction Values, and MSME means Micro Small and Medium Enterprises.
1.
2.
3.
$460+ bn
Large TAM + Low penetration
market
Funding
Need for
MSMEs
Opportunity in
the booming
financial 0.6% sector
penetration
today by
DigiAsia
13
2
3
1
TAM for Individual Industry Vertical |
| ASEAN, with an average financial exclusion level of 27.9%, remains under-penetrated
and presents a significant financial inclusion opportunity
Sources: ASEAN Sustainability and Financials – November 29ᵗʰ, 2022, Morgan Stanley Research, Global Findex database 2021, World Bank Group, Statista,
theconversation.com, FIS_The Gobal Payment Report.
Notes: ASEAN means Association of Southeast Asian Nations
ASEAN: Attractive Market For Financial Inclusion Players
No of Unbanked
Adults in millions
49%
52%
5%
13%
65%
68%
48%
MSME and retail
loan penetration
growth potential
of at least 3x by
2030
2%
Credit Card
Ownership
45%
Use of cash
in PoS
Transactions
12%
Only MSMEs
have access
to credit
MSME loans as 26% % of GDP
22%
19%
7%
10%
2%
60% 28%
40%
Retail loans
as % of GDP
Largest number of
unbanked population
Across ASEAN nations
10%
Future growth drivers for Indonesia
2%
Limited access
to financial
services
Supportive
government
policies
14 |
| 1 Transaction overview
2
Partnerships
3
Market potential
4
Company overview
5 Financial overview |
| Businesses in Indonesia face a four-fold challenge
when accessing and integrating financial solutions
Companies (including traditional financial companies) need
such services to build improved customer experiences
Lack of experience to build
FinTech-grade tech with
compliance, standards &
security requirements
Difficult to acquire
Offline-to-Online
ecosystem
Time & cost to
connect to digital
ecosystems
Difficult & expensive
to obtain a FinTech
license
Problem
16 |
| Product Solutions
SME Merchants
(FMCG, Building
materials, Telco)
Cooperatives &
local banks
State-owned
enterprises
Large corporates
Industries Served
Bil s payment
Supply Chain
payment
QR payment
Payments
FaaS
WaaS
BaaS
E-Wallets
P2P
Transfer
Loyalty
Cards
Transportation
ticket/ride
payment
Branchless
Banking
Cash-In
Cash-Out
KYC
Virtual Bank Account
Remittance
Inbound
and
Outbound
Domestic
and
International
Prepaid cards
Corporate
cards
P
B
la
anking
tform
Lending
Platform
Micro Consumer Loan
Working Capital Loan
Invoice/PO Financing
Shariah-compliant Loan
17 |
| Product &
Technology Stack
Licenses
Analytics
Off-Line Touch
Points
(micro retail shops)
FaaS,WaaS, BaaS
Partner customers can
have their branded or
white-labelled fintech
services or banking
platforms, live and
operational within weeks
Company collects the relevant
data and is in a position to
monetize it through internal
scores, credit ratings, and
other revenue generating
avenues
Powerful network of 780k
merchants
Provide easy access to
licenses for companies
that need integration
of payment in their
ecosystem
Creating a Strong Competitive Moat
18
*Prepaid virtual and plastic cards expected to
be launched in Q3 2023 under license from Bank
Indonesia |
| BaaS
Business Model
Changing model to cater to explosive growth
19
Includes some % of revenues from e-wallets business.
Pre Paid cards to be launched in Q4 2023.
Notes:
1.
2.
Past (FY 2022) Current (FY 2023)
FaaS
99% Revenue Contribution
FaaS
97% Revenue Contribution
BaaS
E-Wallets Payments Branchless
Banking
Volume x Fixed Fee
Volume x Take rate
Remittance Lending Platform
WaaS
Payments Branchless
Banking
Volume x Fixed Fee
Subscription Fee E-Wallets
Volume x Take rate
Remittance
Lending Platform
Pre-Paid Cards
FaaS
WaaS
BaaS
Revenues $42.5 mm Revenues $100.2 mm
FaaS is the base through which High Margin, High
Growth Products like WaaS and BaaS will be distributed
1
2 |
| Supply
Chain
Payments
Building Blocks in place for significant Growth
20
Tech Belong to
Digi Asia
Stable Tech
Bill
Payments
E-wallets
Branchless
Banking
Lending
Platform
Remittances
Pre-Paid
Cards
API Layer
FaaS
Products
High Volume
Low margins
High Margins
Growth
Products
Present Future
Partner Technology
In House
Architecture
Development
Outsourced
Ability to Handle
High Transactions
TECHNOLOGY
The Base
High Volume
Low Margin
Base Product
FaaS is the base through which High Margin, High
Growth Products like WaaS and BaaS will be distributed |
| DigiAsia
E-Money
Money Transfer
Companies
Consumers
Ecosystem – Creating a Comprehensive Fintech Platform
Lending
Remittance
Branchless
Banking
Merchant Warungs
Corporate
Clients
Post
Offices
Established
Banks
Cooperative
Banks
Partner
Enterprises
Bill Payments
Prepaid cards
21
Arrows represents the flow of data |
| While most fintech players in Indonesia serve banked customers/Type A, DigiAsia serves
unbanked / underbanked / Type B customers and MSME
Focusing on financial inclusion in Indonesia for the
unbanked and underbanked
22
Digitize local and corporative banks to
provide fintech services
Enable MSMEs /non banking outlets to act as branchless
banking points and provide fintech services
Provide customer access to pre-paid cards in partnership with
Mastercard to facilitate online payments
Allow financial institutions to have a widest reach to
consumers
Provide SMSE access to lending services |
| 1 Transaction overview
2
Partnerships
3
Market potential
4
Company overview
5 Financial overview |
| Lending Platforms
Indonesian
Bank
Japanese Financial
Services Company
Indonesian Nation
Health Insurance
System
Flagship carrier of Indonesia
Government
Bank
Indonesian
Bank
FMCG distributor
Cement manufacturing
Companies
West Java
Provincial government
Indonesian convenience store chains
Electronic transactions
solutions Provider
Remittances
Payments
Key Partnerships
Nahdlatul Ulama –
World Largest Islamic
Organization
Coffee and
Café Brand
E-Money
Supply Chains
24
Banking Platform
Notes: Includes direct and indirect partners. |
| Partnered with Mastercard to
enable Mastercard’s QR payments
platform for all non-Indonesia
cardholders to access domestic QR
payments
Enabled end-to-end consumer and
merchant applications for the first
cashless ASEAN Games where
100% of the purchases were non-cash
Mastercard completed a $25 mm
Series B investment
Multiple future partnerships and
collaborations agreed on post-investment
Pre investment
DigiAsia won its first
B2B fintech services
implementation for the
ASEAN Games in
Indonesia
Strategic investment
Further development of
DigiAsia’s B2B2C and B2B2M
business models, DigiAsia
approached Mastercard for a
strategic investment
Future Partnerships
Commercial Payments
Remittance
Cards
Shariah Products
Converting terms of payment (credit)
offered between principals, distributors and
merchants into a card product
Cross-border remittance collaboration with
Transfast and Mastercard Send for bulk
disbursements and real-time cross-border
payments and transfers
Enable and launch the first prepaid
Mastercard in Indonesia, allowing for
greater financial inclusion for the masses
and unique use cases for corporate co-branded prepaid and G2C initiatives
Enable acceleration of Shariah digital
financial solutions, which are currently
under-penetrated in Indonesia
2018 2020
Strong and Growing Strategic Partnership with Mastercard
25
Notes: ASEAN means Association of Southeast Asian Nations, B2B2C means Business to Business to Consumer, B2B2M means Business to Business to Merchant. |
| Minority Acquisitions
to Boost Products
and Expansion
Monetize
customer/merchant
floating balance
stored in wallet
Access to full range
of banking products
i.e. accounts, debit,
credit, trade finance,
etc.
Full banking-as-a-service play possible
combining DigiAsia
and Bank Products
Leading pre-paid card
player in Indonesia,
Thailand, Vietnam,
Malaysia, etc.
Joint collaboration to
launch prepaid cards
across Indonesia
Provides path for
regional expansion for
DigiAsia with
MatchMove
partnership
Acceleration of
SME Working
Capital Solutions
Partnered with DBS Bank–
the largest bank in SEA–with
total assets of US$ 501 bn
to provide SME financing via
DigiAsia’s lending platform
DigiAsia will provide
integration and connectivity
into supply chain ecosystems
from its B2B2M partnerships
and unique data insights to
enhance access to credit for
SME and MSMEs in Indonesia
International
Expansion Pipeline
Vietnam
Two large banks for Banking-as-a-Service
solution and partnerships to provide regulatory
licenses for DigiAsia to launch
One leading SME and supply chain ecosystem
Thailand
One telecommunications player to enable
wallet and cross-border remittance
Cambodia
One new bank to establish entire digital banking
stack for go-to-market
Philippines
One global FMCG brand to enable supply
chain digitization
Future Growth Drivers
26 |
| Sumatra
Sumatra
Sumatra
Sumatra
Sumat
ra
Sumatra
Sumatra
Nation Wide Reach of Merchants
89% coverage across provinces in Indonesia
Focus to increase sub 50% penetration density in
Sumatra, Kalimantan, Sulawesi and Papua
27 Notes: 1. Based on geographical spread.
1 |
| 1 Transaction overview
2
Partnerships
3
Market potential
4
Company overview
5 Financial overview |
| 2021 2022 2023 (E)
788
2,103
4,670
2021 2022 2023 (E)
144%
CAGR
81%
CAGR
30.7
42.5
100.2
(16)
(7)
2
WaaS
BaaS
FaaS FaaS FaaS FaaS
WaaS
BaaS
FaaS
97.1
8%
1.8
78%
1.2
45%
Revenues EBITDA
Operating Margin for the vertical
Revenue and EBITDA ($mm)
Margin expansion underway with increasing mix of new
products at high margins
29
Volume ($mm)
Notes: Certain of the measures included in the Initial Projections are non-GAAP financial measures, namely EBITDA. Non-GAAP financial measures should not be
considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP, and non-GAAP financial measures as used by
DigiAsia may not be comparable to similarly titled amounts used by other companies. These non-GAAP measures are uncertain and depend on various factors
that cannot be reliably predicted and so reconciliations for projections of non-GAAP financial measures have not been provided.
1. Gross Transaction Value for FaaS and Remittance verticals only and are reported in IDR and converted to USD at the rate of USD 1 : 14200 IDR for .FY 2021 and
USD 1 : 14871 IDR for FY 2022. 2. Operating Margin for the verticals calculated as revenues for the vertical less COGS and Sales & Marketing expense.
1
2 |
| 2021 2022 2023 (E)
GTV ($ mm) 788 2,103 4,670
Total Revenues ($ mm) 30.7 42.5 100.2
Gross Margin 15.4 21.2 51.2
Gross Margin % 50% 50% 51%
Total EBITDA (16) (7) 2
EBITDA Margin % n.m. n.m. 2%
Historical and Projected Financials
30
3-Year
CAGR (%)
82%
81%
144%
1
2
Notes: 1. GTV for FaaS and Remittance verticals only and are reported in IDR and converted to USD at the rate of USD 1 : 14200 IDR for FY 2021 and USD 1 : 14871 IDR for FY 2022. 2. Gross Margins presented not as per GAAP basis 3.Certain of the measures included in
the Initial Projections are non-GAAP financial measures, namely EBITDA. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP, and non-GAAP financial measures
as used by DigiAsia may not be comparable to similarly titled amounts used by other companies. These non-GAAP measures are uncertain and depend on various factors that cannot be reliably predicted and so reconciliations for projections of non-GAAP financial
measures have not been provided.
3 |
| SEA Technology
EV/NTM Revenues
Global Payment Companies
SEA Technology
Revenue Growth %
Public
Comparable
Public
Comparable
Global Payment Companies
EV/NTM Rev/Growth
31
DigiAsia vs. Peers
Sources: Capitaliq, VCCedge, Crunchbase, primary research, other publicly available resources.
Notes: 1. Data updated as of Jan 2023. 2. Includes merchant acquiring, online focused payments, money transfer. 3. Includes recently listed players. 4. Revenue Growth % relates to estimated growth in revenue from 2022 to 2023. 5. Revenue
growth for Adyen N.V is based on LTM YoY.6. 1.Graphs may not be as per Scale. 7 EV/NTM Rev/Growth numbers are for companies in the Revenue growth section
2
3
3
1
4
2 |
| SEA Payment Companies
SEA Payment Companies
Global Payments
Global Payments
EV/Revenues
Revenue Growth%
Private
Comparable
Private
Comparable
EV/ Rev/Growth
32
Sources: Capitaliq, VCCedge, Crunchbase, primary research, other publicly available resources.
Notes: 1. As per the Series F round in Dec 21. 2. As per the Series C round in Sep 2021.
13.Graphs may not be as per Scale.4 EV/NTM Rev/Growth numbers are for companies in the Revenue growth section
DigiAsia vs. Peers |
| Leader in embedded
Fintech & Banking in
Indonesia
High margin products such as WaaS and
Pre-paid cards (under BaaS) being rolled out
on the FaaS infrastructure
Large enterprise client base
with profitable economics
Strong base of merchant
payment infrastructure with a
nation wide network of 780K+
merchants
Investment Highlights
Clear path to profitability
33
Access to US public capital
markets will make it a highly
attractive player for
consolidation in local fintech
market |
| Risk Factors
The consummation of the Business Combination and the business and financial condition of PubCo subsequent to the Closing are subject to numerous risks and uncertainties, including those highlighted in
the section title “Risk Factors.” The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect
StoneBridge’s ability to effect the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of StoneBridge and DigiAsia prior to the
Business Combination and that of PubCo subsequent to the Business Combination. Such risks include, but are not limited to, the following:
DigiAsia has a limited operating history, a history of losses, anticipates increasing expenses in the future, and may not be able to achieve or maintain profitability in the foreseeable future;
The loss of operating revenues as a result of DigiAsia’s strategic partnership, significant key partners, API management platforms or large marquee B2B partners and customers, could adversely affect
DigiAsia’s business;
DigiAsia’s success depends (and subsequent to the Business Combination, PubCo’s success will depend) on DigiAsia’s ability to develop products and services to address the rapidly evolving markets that
DigiAsia serves, and if DigiAsia is not able to implement successful enhancements and new features for DigiAsia’s solutions, products and services, DigiAsia could lose customers or have trouble attracting
new customers, and DigiAsia’s ability to grow may be limited;
Future revenue growth depends or will depend on DigiAsia’s ability to retain existing customers, attract new customers, and increase sales to both new and existing customers;
If DigiAsia is unable to renew enterprise customer contracts or to adjust certain contract components at favorable terms or DigiAsia loses a significant enterprise or marketplace customer, or if DigiAsia’s
API merchant integration platform were to prevent DigiAsia’s customers or signed up merchants from using any of DigiAsia’s services from such marketplace, DigiAsia’s and PubCo’s results of operations
and financial condition may be adversely affected;
While DigiAsia’s offerings are mostly white labelled, DigiAsia has established a strong brand and leadership position in the B2B fintech market with a trusted brand positioning, and failure to maintain and
protect DigiAsia’s position and brand or any damage to DigiAsia’s reputation, or the reputation of DigiAsia’s partners, could adversely affect DigiAsia’s and PubCo’s business, financial condition or results
of operations;
The COVID-19 pandemic or any other such comparable event could adversely affect DigiAsia’s business, results of operations and financial condition. The bulk of DigiAsia’s revenues comes from the
supply chain ecosystem, consisting of “warungs” (corner shops) as well as master distributors of large brands within the telecommunication, fast-moving consumer goods, construction and other industry
verticals, and if their supply chains are disrupted for any reason, such disruptions could adversely affect the growth prospects of DigiAsia;
API-based revenues are the bulk of DigiAsia’s revenues currently, and while contracts are long term in nature, termination of such contract could impact DigiAsia’s business;
DigiAsia is subject to various risks relating to the availability of capital for its working capital lending offerings through KreditPro, as well as risk of losses for its lending partners relating to its working
capital offerings through their balance sheet exposure;
Because DigiAsia relies on third parties to provide white-labeled or co-branded services and to manage API platforms, DigiAsia and PubCo could be adversely impacted if such third parties fail to fulfill
their obligations or if DigiAsia’s arrangements with such third parties are terminated and suitable replacements cannot be found on commercially reasonable terms or at all;
DigiAsia depends on counterparty financial institutions and payment service providers to support its operations. If one or more of DigiAsia’s counterparty financial institutions or payment service
providers default on their financial or performance obligations to DigiAsia, change their business strategy or requirements, become subject to regulatory action, or fail, DigiAsia’s and PubCo’s results of
operations and financial condition may be adversely affected;
DigiAsia and PubCo may fail to attract, motivate and retain key members of their management team or other experienced and capable employees;
DigiAsia and PubCo will require additional capital but may not be able to obtain such capital on favorable terms or at all; • DigiAsia has limited business insurance coverage;
Introduction
In evaluating the Proposed Business Combination, you should carefully read the registration statement on Form F-4 filed by StoneBridge (including the proxy statement/prospectus contained therein) and any
other relevant documents filed with the SEC, and especially consider the factors discussed under the section entitled "Risk Factors" in the proxy statement/prospectus and under similar headings in other
relevant documents filed with the SEC. Such risks include, but are not limited to the following:
Risk Factor Summary
In evaluating the proposals to be presented at the Extraordinary General Meeting, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled
“Risk Factors.”
34 |
| Risk Factors
The fintech market in Asia is developing, and the expansion of DigiAsia’s business depends on the continued growth of the various segments of the fintech industry, as well as increased
availability, quality and usage of mobile devices and the Internet in Asia;
DigiAsia participates in extremely competitive and continuously evolving markets;
A significant change, material slowdown or complete disruption in international migration patterns could adversely affect DigiAsia’s B2B remittance business;
DigiAsia conducts money transfer transactions through agents in some regions that are politically volatile or, in a limited number of cases, that are subject to certain United States Office of
Foreign Assets Control restrictions;
DigiAsia’s solutions and services may not function as intended due to errors in DigiAsia’s or DigiAsia’s third-party providers’ software, hardware, systems, product defects, or due to security
breaches or human error in administering these systems, which could materially and adversely affect DigiAsia’s business;
DigiAsia’s operations are dependent on its in-house developed and external technology platforms and comprehensive ecosystems, and any systems failures, interruptions, delays in service,
catastrophic events, and resulting interruptions in the availability of DigiAsia’s products or services could result in harm to DigiAsia’s business
DigiAsia is subject to risks related to data privacy and data security;
Failure to deal effectively with fraud, fictitious transactions, failed transactions or negative customer experiences would increase DigiAsia’s loss rate and harm its business, and could severely
diminish merchant, partner and user confidence in and use of DigiAsia’s services;
DigiAsia’s risk management system may not be adequate or effective in all respects;
DigiAsia may not be successful in managing rapid change and significant growth in its business;
As a player in the fintech industry in Indonesia, DigiAsia is subject to extensive government regulations and oversight, that governs money, banking, credit and lending businesses, particularly
delivered over a technology platform;
DigiAsia may fail to obtain, maintain or renew requisite licenses and approvals;
Uncertainties with respect to the legal system in certain markets in Southeast Asia could adversely affect DigiAsia;
DigiAsia is subject to anti-money laundering laws and regulations;
DigiAsia is subject to geopolitical risks;
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited;
DigiAsia is a holding company and does not have any material assets other than its interests in its majority-owned entities, controlled entities (including variable interest entities for which
DigiAsia is the primary beneficiary) and corporate joint ventures, and any change in DigiAsia’s ability to repatriate dividends or other payments from its majority-owned entities, controlled
entities and corporate joint ventures, could materially adversely affect DigiAsia;
While DigiAsia has effective control over all of its operating entities in Indonesia, it does not currently have beneficial ownership interest in the equity shares of those operating entities;
StoneBridge shareholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management of PubCo;
The Sponsor and StoneBridge’s officers and directors have conflicts of interest that may influence or may have influenced their support or approval of the Business Combination;
There is substantial doubt about StoneBridge’s ability to continue as a going concern; and
StoneBridge may not be successful in securing the Transaction Financing and/or equity line of credit.
35 |
| Risks Related to Information Technology, Intellectual Property, Data Security and Data Privacy:
Any major disruption or failure of our information technology systems, or our failure to successfully implement new technology effectively, could adversely affect our business and results of operations or
the effectiveness of internal controls over financial reporting.
We are subject to stringent and changing laws, regulations, and standards, and contractual obligations related to privacy and data security. The actual or perceived failure to comply with applicable data
protection, privacy, and security laws, regulations, standards, and other requirements could adversely affect our business, results of operations, and financial condition.
Breaches and other types of security incidents of our networks or systems, or those of our third-party service providers, could negatively impact our ability to conduct our business, our brand and
reputation, and our ability to retain existing hosts and guests and attract new hosts and guests, and may cause us to incur significant liabilities and adversely affect our business, results of operations,
financial condition, and future prospects.
The successful operation of our business depends upon the performance and reliability of internet, mobile, and other infrastructures that are not under our control.
We rely on mobile operating systems and app marketplaces to make our app available to hosts and guests, and if we do not effectively operate with or receive favorable placements within such app
marketplaces and maintain high user reviews, our usage or brand recognition could decline and our business, financial results, and results of operations could be adversely affected.
We currently rely, and may in the future rely, on a small number of third-party service providers to host and deliver a significant portion of our offering, and any interruptions or delays in services from
these third parties could impair the delivery of our services and adversely affect our business.
Our platform is highly complex, and any undetected errors could materially adversely affect our business, results of operations, and financial condition. Our failure to protect our intellectual property rights
and proprietary information could diminish our brand and other intangible assets.
We may be subject to claims that we violated the intellectual property rights of others, which are extremely costly to defend and could require us to pay significant damages, limit our ability to operate,
or both.
Risks Related to Other Legal, Regulatory and Tax Matters
Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages or other monetary payments or limit our ability to
operate our business.
We are subject to anti-corruption, anti-bribery, anti-money laundering, and economic sanctions laws and regulations, and non-compliance with such laws can subject us to criminal or civil liability and
harm our business, financial condition, and results of operations.
The insurance coverage and other elements of protection plans afforded to hosts and guests may be inadequate, which could adversely affect our business, results of operations, and financial condition.
We could be required to collect additional sales taxes or be subject to other indirect tax liabilities in various jurisdictions which could adversely affect our results of operations. Changes in global tax laws
could increase our worldwide tax rate and could have an adverse effect on our business, cash flow, results of operations, or financial conditions.
Uncertainty in the application of taxes to our hosts, guests, or platform could increase our tax liabilities and may discourage hosts and guests from conducting business on our platform.
We may have exposure to greater than anticipated tax liabilities.
General Risk Factors
We will incur significant expenses as a result of being a public company, which could materially adversely affect our business, results of operation, and financial condition.
Failure to establish and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and
stock price.
The failure to successfully implement and maintain accounting systems could materially adversely impact our business, results of operation, and financial condition. Our results of operations and financial
condition could be materially adversely affected by changes in accounting principles.
The estimates of market opportunity and forecasts of market growth included in this presentation may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted
growth, our business could fail to grow at similar rates, or at all.
Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below the expectations of
securities analysts and investors, resulting in a decline in the trading price of our common stock.
Risk Factors
36 |
v3.23.2
Cover
|
Jul. 31, 2023 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jul. 31, 2023
|
Entity File Number |
001-40613
|
Entity Registrant Name |
StoneBridge
Acquisition Corporation
|
Entity Central Index Key |
0001844981
|
Entity Tax Identification Number |
00-0000000
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
One World Trade Center
|
Entity Address, Address Line Two |
Suite 8500
|
Entity Address, City or Town |
New York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10007
|
City Area Code |
646
|
Local Phone Number |
314-3555
|
Written Communications |
true
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Unit [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant
|
Trading Symbol |
APACU
|
Security Exchange Name |
NASDAQ
|
Common Class A [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Class A ordinary shares par value $0.0001 per share
|
Trading Symbol |
APAC
|
Security Exchange Name |
NASDAQ
|
Warrant [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Warrants, each exercisable for one Class A ordinary share for $11.50 per share
|
Trading Symbol |
APACW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=APAC_UnitMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
StoneBridge Acquisition (NASDAQ:APACU)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
StoneBridge Acquisition (NASDAQ:APACU)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024