Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information included in Item 5.07 is incorporated by reference in this item
to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 20, 2023, StoneBridge Acquisition Corporation, a Cayman Islands
exempted company, limited by shares (the "Company" or "StoneBridge") held an
extraordinary general meeting of shareholders (the "Extraordinary General
Meeting"), at which holders of 19,529,339 ordinary shares, comprised of
14,529,339 Class A ordinary shares, par value $0.0001 per share ("Class A
Ordinary Shares"), and 5,000,000 Class B ordinary shares, par value $0.0001 per
share (together with Class A Ordinary Shares, the "Ordinary Shares"), were
present in person or by proxy, representing approximately 78.12% of the voting
power of the 25,000,000 issued and outstanding Ordinary Shares of StoneBridge
("Outstanding Shares") entitled to vote at the Extraordinary General Meeting as
of the close of business on January 9, 2023, which was the record date for the
Extraordinary General Meeting.
In connection with the Extraordinary General Meeting, shareholders properly
elected to redeem an aggregate of 16,988,575 Class A Ordinary Shares at a
redemption price of approximately $10.318 per share (the "Redemption"), for an
aggregate redemption amount of approximately $175,285,891.68. Following such
redemptions, approximately $31,071,488.75 will remain in the StoneBridge trust
account (the "Trust Account"), not including the Extension Payment of $150,000
made by the Sponsor, as described below.
At the Extraordinary General Meeting, the Company's shareholders approved the
proposal to amend the Company's Amended and Restated Memorandum and Articles of
Association (the "Extension Amendment") to give the Company the right to extend
the date by which it has to consummate a business combination from January 20,
2023 up to 6 times for an additional one (1) month each time up to July 20, 2023
(i.e., for a period of time ending up to 24 months after the consummation of its
initial public offering) (such proposal, the "Extension Amendment Proposal").
The following is a tabulation of the votes with respect to the Extension
Amendment Proposal, which was approved by the Company's shareholders:
Ordinary Shares Ordinary Shares Ordinary Shares
Votes For Votes Against Abstentions
19,407,882 302 121,155
A copy of the Extension Amendment as adopted on January 20, 2023 by special
resolution of the shareholders is attached to this Current Report on Form 8-K as
Exhibit 3.1 and is incorporated herein by reference.
As a result of the approval of the Extension Amendment Proposal, the Company's
sponsor (or one or more of its affiliates or third-party designees) (the
"Sponsor") has made a deposit (the "Extension Payment") into the Trust Account
in the amount of $150,000, which was equal to $0.05 for each Class A Ordinary
Share outstanding after giving effect to the Redemption in an amount not to
exceed $150,000, in exchange for a non-interest bearing, unsecured promissory
note issued by StoneBridge to the Sponsor that will not be repaid in the event
that the Company is unable to close a business combination unless there are
funds available outside the trust account to do so.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
3.1 Amendment to the Amended and Restated Memorandum and Articles of
Association of StoneBridge Acquisition Corporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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