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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): December 28, 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 1.01. Entry into a Material Definitive Agreement
Business Combination Agreement
On January 5, 2023, StoneBridge Acquisition Corporation,
a Cayman Islands exempted company, limited by shares (“StoneBridge”) entered into a business combination agreement
(as amended by that certain Amendment No. 1 to the Business Combination Agreement dated June 22, 2023, and as it may be further amended,
supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with StoneBridge
Acquisition Pte. Ltd., a Singapore private company limited by shares, with company registration number 202239721R and a direct wholly
owned subsidiary of Stonebridge (“Amalgamation Sub”), DigiAsia Bios Pte. Ltd., a Singapore private company limited
by shares, with company registration number 201730295C (“DigiAsia”), and Prashant Gokarn (the “Management
Representative”), solely in his capacity as the Management Representative.
On December 28, 2023, parties to the Business
Combination Agreement entered into Amendment No. 2 to the Business Combination Agreement (the “Amendment”) pursuant
to which the parties agreed to extend the Termination Date (as defined in the Business Combination Agreement) from December 29, 2023,
to January 20, 2024; provided, that, if StoneBridge extends the deadline for completing a business combination, the Termination Date will
be extended until April 30, 2024.
The foregoing description of the Amendment
is not complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is filed with this Current
Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.
Important Information for Investors and Shareholders
This document relates to a proposed transaction
between StoneBridge and DigiAsia. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. StoneBridge filed a registration
statement on Form F-4 with the SEC, which included a document that served as a prospectus and proxy statement of StoneBridge, referred
to as a proxy statement/prospectus. The proxy statement/prospectus was sent to all StoneBridge shareholders in connection with an extraordinary
general meeting of shareholders held on December 19, 2023. StoneBridge will also file other documents regarding the proposed transaction
with the SEC. Before making any voting or investment decision, investors and security holders of StoneBridge are urged to read the registration
statement, the final proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to
obtain free copies of the registration statement, the final proxy statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by StoneBridge through the website maintained by the SEC at www.sec.gov.
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 is contained in the final proxy statement/prospectus. You may obtain free copies
of these documents as described in the preceding paragraph.
This communication does 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
any 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 other jurisdiction.
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 continued 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 final prospectuses, filed with the SEC on July 19, 2021 and November 28,
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.
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: January 2, 2024
Exhibit 2.1
Execution Version
SECOND
Amendment to BUSINESS COMBINATION AGREEMENT
This Second Amendment to Business
Combination Agreement (this “Amendment”), dated as of December 28, 2023, is entered into by and among StoneBridge Acquisition
Corporation, a Cayman Islands exempted company limited by shares (“Acquiror”), StoneBridge Acquisition Pte. Ltd., a
Singapore private company limited by shares, with company registration number 202239721R and a direct wholly owned subsidiary of Acquiror
(“Amalgamation Sub”), DigiAsia Bios Pte. Ltd., a Singapore private company limited by shares, with company registration
number 201730295C (the “Company”), and Prashant Gokarn (the “Management Representative”), solely
in his capacity as the Management Representative pursuant to the designation in Section 11.16 of the Business Combination
Agreement (as defined below). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set
forth in the Business Combination Agreement.
RECITALS
WHEREAS, Acquiror, Amalgamation
Sub and the Company are parties to that certain Business Combination Agreement, dated as of January 5, 2023 (as amended by that certain
First Amendment to Business Combination Agreement dated June 22, 2023, the “Business Combination Agreement”);
WHEREAS, Section 11.10 of
the Business Combination Agreement provides that the Business Combination Agreement may be amended or modified in whole or in part only
by a duly authorized agreement in writing executed by each of the parties thereto in the same manner as the Business Combination Agreement
and which makes reference to the Business Combination Agreement; and
WHEREAS, Acquiror, Amalgamation
Sub and the Company desire to amend the Business Combination Agreement pursuant to Section 11.10 thereof as set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration
of the foregoing and the covenants and agreements set forth in this Amendment, and intending to be legally bound hereby, Acquiror, Amalgamation
Sub and the Company agree as follows:
1. Amendment
of Section 10.01(b). Section 10.01(b) of the Business Combination Agreement is hereby amended to delete “December 29, 2023”
and replace the foregoing with “January 20, 2024”; provided, that if Acquiror extends the period of time to consummate a business
combination prior to January 20, 2024, Section 10.01(b) of the Business Combination Agreement will be amended to delete “December
29, 2023” and replace the foregoing with “April 30, 2024”.
2. No
Further Amendment. Except as expressly and specifically set forth herein, the Business Combination Agreement is not otherwise being
amended, modified or supplemented and all terms and provisions of the Business Combination Agreement are and shall remain in full force
and effect in accordance with its terms and nothing contained herein or in any other communication prior to the execution and delivery
hereof shall be construed as a waiver by, or consent from, any party to the Business Combination Agreement of any condition, any covenant
or other provision of the Business Combination Agreement.
3. Governing
Law; Jurisdiction; Waiver of Trial by Jury. The provisions of Sections 11.06 (Governing Law) and 11.12 (Dispute Resolution) of the
Business Combination Agreement are hereby incorporated by reference as if set forth in full herein and shall apply hereto mutatis mutandis.
4. Captions;
Counterparts. The captions in this Amendment are for convenience only and shall not be considered a part of or affect the construction
or interpretation of any provision of this Amendment. This Amendment may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[signature page follows]
IN WITNESS WHEREOF, the undersigned
have caused this Amendment to be executed and delivered as of the date first written above.
|
STONEBRIDGE ACQUISITION CORPORATION |
| |
|
| |
|
| |
By: |
/s/ Bhargava Marepally |
| |
|
Name: Bhargava Marepally |
| |
|
Title: Chief Executive Officer |
| |
|
| |
|
| |
STONEBRIDGE ACQUISITION PTE. LTD. |
| |
|
| |
|
| |
By: |
/s/ Bhargava Marepally |
| |
|
Name: Bhargava Marepally |
| |
|
Title: Director |
| |
|
| |
|
| |
DIGIASIA BIOS PTE. LTD. |
| |
|
| |
|
| |
By: |
/s/ Prashant Gokarn |
| |
|
Name: Prashant Gokarn |
| |
|
Title: Co-Chief Executive Officer |
| |
|
| |
MANAGEMENT REPRESENTATIVE |
| |
|
| |
|
| |
/s/ Prashant Gokarn |
| |
Name: Prashant Gokarn |
| |
Title: Management Representative |
Signature Page – Second Amendment to Business
Combination Agreement
v3.23.4
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StoneBridge Acquisition (NASDAQ:APACU)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
StoneBridge Acquisition (NASDAQ:APACU)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024
