StoneBridge Acquisition II Corp

Previous wording

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Current wording

Item 2. Management**’s Discussion and Analysis of Financial Condition and Results of Operations.

Previous wording

We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. We may pursue an initial business combination target in any industry and geographic location. As of the date of the filing of this Report, we have not selected any specific business combination target. While we may pursue an initial business combination target in any industry or geographic location, we intend to focus our search on international businesses that would benefit in valuation arbitrage by going public in the United States on a U.S. national securities exchange. We currently intend to focus our search for an initial business combination target in the following key verticals: (i) Electronic Commerce, (ii) Financial Technology, (iii) Software as a Service, (iv) Renewable Energy, (v) Mining, and (vi) Information Technology, or IT, and IT-Enabled Services. Our current intended geographic focus is the Asia-Pacific, and the Europe, Middle East and Africa, regions.

Current wording

We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. While we may pursue an initial business combination target in any industry or geographic location, we are currently focusing our search on international businesses that would benefit in valuation arbitrage by going public in the United States on a U.S. national securities exchange. We are currently focusing our search for an initial business combination target in the following key verticals: (i) Electronic Commerce, (ii) Financial Technology, (iii) Software as a Service, (iv) Renewable Energy, (v) Mining, and (vi) Information Technology, or IT, and IT-Enabled Services. Our current geographic focus is the Asia-Pacific, and the Europe, Middle East and Africa, regions.

Previous wording

On October 1, 2025, we consummated our, initial public offering, or our Initial Public Offering, of 5,750,000 units, or the Public Units, including 750,000 Public Units issued upon the full exercise of the underwriter’s over-allotment option. Each Public Unit consisted of one Class A ordinary share, $0.0001 par value per share, or Class A Ordinary Share, and one right, or Public Right, with each one Public Right entitling the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of our initial business combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000. In connection with the Initial Public Offering, we also issued 230,000 Class A Ordinary Shares, or the Representative Shares, to a designee of the underwriter in our Initial Public Offering, as part of the underwriting compensation in our Initial Public Offering.

Current wording

On October 1, 2025, we consummated our, initial public offering, or our Initial Public Offering, of 5,750,000 units, or the Public Units, including 750,000 Public Units issued upon the full exercise of the underwriter’s over-allotment option. Each Public Unit consisted of one Class A ordinary share, $0.0001 par value per share, or Class A Ordinary Share, and one right, or Public Right, with each one Public Right entitling the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of our initial business combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000. In connection with our Initial Public Offering, we also issued 230,000 Class A Ordinary Shares, or the Representative Shares, to a designee of the underwriter in our Initial Public Offering, as part of the underwriting compensation in our Initial Public Offering.

Previous wording

For the three months ended March 31, 2026, we had net income of $387,601, which consisted of interest income and dividend income on investments on funds held in the Trust Account, partially offset by general and administrative expenses of $126,942.

Current wording

For the three months ended June 30, 2026, we had net income of $352,348, which consisted of interest income and dividend income on investments on funds held in the Trust Account of $2,733 and $518,329, respectively, partially offset by general and administrative expenses of $168,714. For the three months ended June 30, 2025, we had a net loss of $11,980, which consisted of general and administrative expenses of $12,000, partially offset by bank interest income of $20.

Previous wording

For the three months ended March 31, 2026, net cash used in operating activities was $174,132. The operating cash outflows consisted primarily of payments for professional services including legal, accounting, audit, and administrative support fees, partially offset by trust interest and dividend income received in the operating account. For the three months ended March 31, 2025, net cash used in operating activities was $6,360, consisting of payments for operating expenses and administrative support fees.

Current wording

For the six months ended June 30, 2026, net cash used in operating activities was $292,039. The operating cash outflows consisted primarily of payments for professional services including legal, accounting, audit, and administrative support fees, partially offset by trust dividend income received in the operating account. For the six months ended June 30, 2025, net cash provided by operating activities was $39, consisting of accrued accounting fees of $12,000, substantially offset by the net loss for the period.

Previous wording

For the three months ended March 31, 2026, there were no financing activities. For the three months ended March 31, 2025, net cash provided by financing activities was $6,380, consisting of proceeds from a promissory note from our sponsor, partially offset by payment of deferred offering costs.

Current wording

For the six months ended June 30, 2026, there were no financing activities. For the six months ended June 30, 2025, there was no net cash provided by or used in financing activities, as proceeds from a promissory note from our sponsor were partially offset by payments of deferred offering costs.

Previous wording

For the three months ended March 31, 2026 and 2025, there were no investing activities.

Current wording

For the six months ended June 30, 2026 and 2025, there were no investing activities.

Previous wording

As of March 31, 2026, we had assets held in the Trust account of $58,558,815, consisting of money market funds. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of interest earned on the Trust Account that may be released to us to pay our taxes, if any, to complete our initial business combination. To the extent that our equity or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business, make other acquisitions and pursue our growth strategies.

Current wording

As of June 30, 2026, we had assets held in the Trust account of $59,077,144, consisting of money market funds. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of interest earned on the Trust Account that may be released to us to pay our taxes, if any, to complete our initial business combination. To the extent that our equity or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business, make other acquisitions and pursue our growth strategies.

Previous wording

As of March 31, 2026, we had cash of $329,698. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay for directors and officers liability insurance premiums. We could use a portion of the funds held outside the Trust Account to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.

Current wording

As of June 30, 2026, we had cash of $211,791. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay for directors and officers liability insurance premiums. We could use a portion of the funds held outside the Trust Account to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.

Previous wording

As of March 31, 2026, our cash balance was $329,698 and we had working capital of $422,164. We have not commenced any operating activities and do not generate operating revenues. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition strategy and in connection with identifying and consummating an initial business combination. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed financial statements included in this Report are issued. There is no assurance that our plans to consummate an initial business combination will be successful or successful within the completion window. The unaudited condensed financial statements included in this Report do not include any adjustments that might result from our inability to consummate an initial business combination to continue as a going concern.

Current wording

As of June 30, 2026, our cash balance was $211,791, and we had working capital of $253,806. We have not commenced any operating activities and do not generate operating revenues. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition strategy and in connection with identifying and consummating an initial business combination. We have until April 1, 2027 or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination, subject to extensions as described under “—Overview.” Our initial mandatory liquidation date of April 1, 2027 falls with one year of the date our unaudited condensed financial statements included in this Report are issued, and our ability to extend such date is discretionary and dependent on funding that our sponsor is not obligated to provide. Such conditions, coupled with our lack of operating revenues and dependence on the Trust Account, raises substantial doubt about our ability to continue as a going concern within one year after the date our unaudited condensed financial statements included in this Report are issued. There is no assurance that our plans to consummate an initial business combination will be successful or successful within the completion window. The unaudited condensed financial statements included in this Report do not include any adjustments that might result from our inability to consummate an initial business combination to continue as a going concern.

Previous wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our sponsor a fee of $10,000 per month for administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No amounts were incurred or accrued under this arrangement as of March 31, 2026.

Current wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our sponsor a fee of $10,000 per month for administrative and support services, commencing on the closing of our initial public offering. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Effective as of October 1, 2025, the service provider irrevocably waived its right to receive such monthly fees for all periods commencing on and after October 1, 2025, through and including the earlier of the consummation of our initial business combination and our liquidation. No amounts were incurred or accrued under this arrangement as of June 30, 2026.

Previous wording

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could materially differ from those estimates. See Note 2 to our unaudited condensed financial statements included elsewhere in this Report.

Current wording

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ significantly from those estimates. See Note 2 to our unaudited condensed financial statements included elsewhere in this Report.

Previous wording

Our public shares contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, or if there is a shareholder vote or tender offer in connection with our initial business combination. In accordance with ASC 480-10-S99, we classify our public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within our control. We recognize changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of our Initial Public Offering, we recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated surplus (deficit). Accordingly, as of March 31, 2026, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet. As of March 31, 2026, the Class A Ordinary Shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Current wording

Our public shares contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, or if there is a shareholder vote or tender offer in connection with our initial business combination. In accordance with ASC 480-10-S99, we classify our public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within our control. We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of our Initial Public Offering, we recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares results in charges against additional paid-in capital (to the extent available) and accumulated surplus (deficit). Accordingly, as of June 30, 2026, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet, and are reconciled in the following table:

Previous wording

We have two classes of shares, being Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, or Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. We comply with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. We did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the year presented.

Current wording

We have two classes of shares, being Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, or Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. We comply with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. We did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the periods presented.