As filed with the U.S. Securities and Exchange Commission on October 31, 2023.
Registration No. 333-272915
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
FORM F-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
StoneBridge Acquisition Corporation*
(Exact name of registrant as specified in its charter)
| Cayman Islands | 6770 | Not Applicable |
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
One World Trade Center
Suite 8500
New York, New York 10007
Tel: (646) 314-3555
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Prabhu Antony
One World Trade Center
Suite 8500
New York, New York 10007
Tel: (646) 314-3555
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Michael J. Blankenship | Rajiv Khanna |
| Winston & Strawn LLP | Kelvin Kesse |
| 800 Capitol Street, Suite 2400 | Norton Rose Fulbright US LLP |
| Houston, Texas 77002-2925 | 1301 Avenue of the Americas |
| Tel: (713) 651-2600 | New York, New York 10019-6022 |
| Tel: (212) 318-3000 |
Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ¨
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
| * | Upon the closing of the business combination referred to in the proxy statement/prospectus within this registration statement, the name of the registrant is expected to change to DigiAsia Corp. |
EXPLANATORY NOTE
StoneBridge Acquisition Corporation is filing this Amendment No. 4 to its Registration Statement on Form F-4 (File No. 333-272915) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment No. 4 to the Registration Statement consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 21. Exhibits and Financial Statement Schedules
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| * | To be filed by amendment. |
| # | Previously filed. |
| † | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). StoneBridge agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
| ++ | Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 31, 2023.
| StoneBridge Acquisition Corporation | ||
| By: | /s/ Bhargav Marepally | |
| Name: Bhargav Marepally | ||
| Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Bhargav Marepally | Chief Executive Officer and Director | October 31, 2023 | ||
| Bhargav Marepally | (Principal Executive Officer) | |||
| /s/ Prabhu Antony | President and Director | October 31, 2023 | ||
| Prabhu Antony | (Principal Financial and Accounting Officer) | |||
| * | Director | October 31, 2023 | ||
| Sylvia Barnes | ||||
| * | Director | October 31, 2023 | ||
| Shamla Naidoo | ||||
| * | Director | October 31, 2023 | ||
| Richard Saldanha | ||||
| * | Director | October 31, 2023 | ||
| Jeff Najarian | ||||
| * | Director | October 31, 2023 | ||
| Naresh Kothari |
| *By: | /s/ Bhargav Marepally | |
| Bhargav Marepally | ||
| Attorney-in-fact |
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