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 (prior to the Effective Time (as defined below), "StoneBridge" and, at and after the Effective Time, "PubCo") entered into a business combination agreement (as it may be 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. Pursuant to the terms of the Business Combination Agreement, a business combination between StoneBridge and DigiAsia will be effected through the amalgamation of Amalgamation Sub with and into DigiAsia, with DigiAsia surviving the amalgamation as a wholly owned subsidiary of PubCo (the "Amalgamation," and together with the other transactions contemplated by the Business Combination Agreement and the other agreements contemplated thereby, the "Transactions"). The Board of Directors of StoneBridge (the "Board") has unanimously (i) approved and declared advisable the Business Combination Agreement and the Transactions and (ii) resolved to recommend the approval and adoption of the Business Combination Agreement and the Transactions by the shareholders of StoneBridge.





Treatment of Securities

Preferred Shares. Immediately prior to the Sponsor Share Conversion (as defined below) and prior to the effective time of the Amalgamation (the "Effective Time"), each of the issued and outstanding series A preferred shares of DigiAsia (the "DigiAsia Preferred Shares") shall be converted into DigiAsia ordinary shares (the "DigiAsia Ordinary Shares") in accordance with the governing documents of DigiAsia (the "DigiAsia Preferred Shares Conversion"). All DigiAsia Preferred Shares converted into DigiAsia Ordinary Shares shall no longer be outstanding and shall cease to exist, and each holder of DigiAsia Preferred Shares shall thereafter cease to have any rights with respect to such securities.

Sponsor Shares. Immediately prior to the Effective Time, each issued and outstanding StoneBridge Class B ordinary share shall automatically convert into one StoneBridge Class A ordinary share in accordance with the governing documents of StoneBridge (the "Sponsor Share Conversion"). All StoneBridge Class B ordinary shares converted into StoneBridge Class A ordinary shares shall no longer be outstanding and shall cease to exist, and each holder of such StoneBridge Class B ordinary shares shall thereafter cease to have any rights with respect to such securities.

Ordinary Shares. At the Effective Time (and, for the avoidance of doubt, following the DigiAsia Preferred Shares Conversion and immediately following the Sponsor Share Conversion), by virtue of the Amalgamation and without any action on the part of any DigiAsia shareholder, subject to and in consideration of the terms and conditions set forth in the Business Combination Agreement, each DigiAsia Ordinary Share that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the applicable Per Share Amalgamation Consideration (as defined in the Business Combination Agreement). All such converted DigiAsia Ordinary Shares shall no longer be outstanding and shall cease to exist, and each holder of DigiAsia Ordinary Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration into which such DigiAsia Ordinary Shares shall have been converted into in the Amalgamation.

Stock Options. As of the Effective Time, there shall be no options to purchase DigiAsia Ordinary Shares (a "DigiAsia Option") granted under any DigiAsia Share Plan that is outstanding and unexercised. Prior to the Effective Time, DigiAsia shall terminate the DigiAsia Share Plan. As of the Effective Time, all DigiAsia Options shall no longer be outstanding and each holder of PubCo Options (as defined below) shall cease to have any rights with respect to such DigiAsia Options. To the extent that any DigiAsia Options remain outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, such options shall be assumed by the PubCo and shall be converted into a share option (a "PubCo Option") to acquire PubCo ordinary shares ("PubCo Ordinary Shares"). Following the Effective Time, each PubCo Option shall be subject to the Incentive Plan (as defined below) and to the same terms and conditions, including, without limitation, any vesting conditions, as had applied to the corresponding DigiAsia Option as of immediately prior to the Effective Time, except for such terms rendered inoperative by reason of the Transactions, subject to such adjustments as reasonably determined by PubCo Board to be necessary or appropriate to give effect to the conversion or the Transactions.

Earnout Shares. At the closing of the Amalgamation (the "Closing") and immediately prior to the Effective Time, individuals composing the Management Earnout Group (as defined in the Business Combination Agreement) shall each be entitled to receive their pro rata share of up to 5,000,001 additional PubCo Ordinary Shares (the "Earnout Shares") as follows: (a) 1,500,000 Earnout Shares on the six-month anniversary of the date on which the Closing actually occurs (the "Closing Date"), and (b) the remaining 3,500,0001 if, within the 5-year period following the Closing Date, (i) the closing share price of PubCo Ordinary Shares equals or exceeds any of three certain thresholds over any 20 trading days within a 30-day trading period or (ii) if PubCo consummates a transaction which results in PubCo shareholders having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding such three certain thresholds.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, good standing and qualification, (b) authorization to enter into the Business Combination Agreement and to consummate the Transactions, (c) compliance with governing documents, laws and permits and certain disclosed contracts, (d) governmental consent, (e) capitalization, (f) financial statements and internal controls, (g) undisclosed liabilities (h) litigation, (i) intellectual property, (j) material contracts, (k) employee benefit and labor matters, (l) taxes, (m) brokers' and finders' fees, (n) insurance, (o) real and personal property, (p) environmental matters, (q) absence of changes, (r) affiliate agreements, (s) registration statement, (t) business operation during COVID-19, (u) absence of additional representations and warranties, (v) shareholder support agreements, (w) outside reliance, (x) financial ability and trust account, (y) SEC Reports and Sarbanes-Oxley Act, (z) Investment Company Act, and (aa) Nasdaq Stock Market LLC ("Nasdaq") market quotations.





Covenants

The Business Combination Agreement includes customary covenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Amalgamation and efforts to satisfy conditions to the consummation of the Amalgamation. The Business Combination Agreement also contains additional covenants of the parties, including, among others, covenants providing for StoneBridge and DigiAsia to use reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the Securities and Exchange Commission (the "SEC"), to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Amalgamation (as such terms are defined in the Business Combination Agreement). StoneBridge and DigiAsia have also agreed to obtain all requisite approvals of their respective shareholders including, in the case of StoneBridge, approvals of (a) PubCo's amended and restated memorandum and articles of association, (b) the issuance of PubCo Ordinary Shares under Nasdaq rules, (c) the adoption of the Incentive Plan (as defined below), and (d) the nomination of the director nominees specified in the Director Nomination Agreements (as defined below). Additionally, Stonebridge has agreed to include in the Proxy Statement the recommendation of its board that shareholders approve all of the proposals to be presented at the extraordinary general meeting.







Transaction Financing

The Business Combination Agreement includes a covenant for StoneBridge to obtain, to DigiAsia's satisfaction, transaction financing (the "Transaction Financing"), in the form of a firm written commitment to provide equity, convertible debt or equity-linked financing to PubCo, from investors to be agreed by StoneBridge and DigiAsia, in the amount of at least $30,000,000 made up of a combination of non-redeemed funds in the Trust Account, equity financing in the form of a private investment in public equity ("PIPE") by institutions and family offices, convertible debt and a pre-paid advance on convertible debt (borrowed money). At least $20,000,000 of such amount shall be funded at the Closing (as defined in the Business Combination Agreement), and the remaining $10,000,000 shall be funded within three (3) months after the Closing.

StoneBridge shall also obtain, to DigiAsia's satisfaction, a further equity line of credit ("ELOC") in the amount of $100,000,000, which can be drawn down over a period of twenty-four (24) months from Closing, at PubCo's option, subject to the terms and conditions of such ELOC.





DigiAsia Incentive Plan

StoneBridge has agreed to adopt, subject to shareholder approval, a 2023 omnibus incentive plan (the "Incentive Plan") to be effective as of the Closing and in a form mutually acceptable to StoneBridge and DigiAsia. The Incentive Plan shall provide for an aggregate number of PubCo Ordinary Shares equal to 5% of the fully diluted outstanding PubCo Ordinary Shares immediately after the Closing to be reserved for issuance pursuant to the Incentive Plan.

Non-Solicitation Restrictions; Exclusivity

Each of StoneBridge and DigiAsia has agreed that from the date of the Business Combination Agreement to the Effective Time or, if earlier, the valid termination of the Business Combination Agreement in accordance with its terms, it will not solicit, initiate, continue, or engage in any discussion or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to any Person concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any other business combination (a "Business Combination Proposal") other than among StoneBridge and DigiAsia, and their respective shareholders and their respective Affiliates and Representatives (as such terms are defined in the Business Combination Agreement). Each of StoneBridge and DigiAsia has also agreed it shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the execution of the Business Combination Agreement, or which is reasonably likely to give rise to or result in, a Business Combination Proposal other than among StoneBridge and DigiAsia (as such terms are defined in the Business Combination Agreement).







Conditions to Closing

The consummation of the Amalgamation is conditioned upon, among other things, (i) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions, (ii) the completion of the Offer (as defined in the Business Combination Agreement) in accordance with the Business Combination Agreement, the StoneBridge organizational documents and the Proxy Statement, (iii) StoneBridge having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (iv) receipt of StoneBridge shareholder approval and certain DigiAsia board and shareholder approvals, (v) the approval for listing of PubCo's Ordinary Shares on Nasdaq subject only to official notice of issuance thereof, (vi) the absence of any unresolved Amalgamation Objection (as defined in the Business Combination Agreement), (vii) the obtaining of all Regulatory Approvals (as defined in the Business Combination Agreement), (viii) solely with respect to StoneBridge, (A) each of the representations and warranties of DigiAsia being true and correct to applicable standards and each of the covenants of DigiAsia having been performed or complied with in all material respects, (B) StoneBridge's receipt of officer's certificates of DigiAsia certifying that such representations and warranties are true and correct, such covenants have been performed and complied with, and that the consolidated financial statements present fairly in all material respects the financial position, results of operations, income (loss), changes in equity and cash flows of the Company Group (as defined in the Business Combination Agreement) as of the dates and for the periods indicated therein, in conformity with U.S. GAAP and the auditing standards of the PCAOB, and (C) the execution and delivery of certain ancillary agreements, and (ix) solely with respect to DigiAsia, (A) each of the representations and warranties of StoneBridge being true and correct to applicable standards and each of the covenants of StoneBridge having been performed or complied with in all material respects, (B) DigiAsia's receipt of officer's certificates of StoneBridge and Amalgamation Sub certifying such representations and warranties are true and correct and such covenants have been performed and complied with, (C) the amendment and restatement of StoneBridge's memorandum and articles of . . .

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits.




Exhibit    Description
  2.1*       Business Combination Agreement dated as of January 5, 2023, by and
           among StoneBridge Acquisition Corporation, StoneBridge Acquisition Pte.
           Ltd., DigiAsia Bios Pte. Ltd. and Prashant Gokarn.

  10.1       Sponsor Support Agreement dated as of January 5, 2023, by and among
           StoneBridge Acquisition Sponsor LLC and DigiAsia Bios Pte. Ltd.

  10.2       DigiAsia Shareholder Support Agreement dated as of January 5, 2023,
           by and among StoneBridge Acquisition Corporation, StoneBridge
           Acquisition Pte. Ltd. and certain shareholders of DigiAsia Bios Pte.
           Ltd.

  10.3       Form of Registration Rights Agreement (included in Exhibit H of
           Exhibit 2.1 hereto)

  10.4       Form of DigiAsia Shareholder Lock-up Agreement (included in Exhibit G
           of Exhibit 2.1 hereto)

  10.5       Form of Director Nomination Agreement (included in Exhibit F of
           Exhibit 2.1 hereto)

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

* Certain exhibits and schedules to this Exhibit have been omitted in accordance

with Regulation S-K Item 601(b)(2). StoneBridge agrees to furnish

supplementally a copy of all omitted exhibits and schedules to the Securities

and Exchange Commission upon its request.

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