UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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.
| (d) | Exhibits. |
| Exhibit | Description | |
| 2.1 | Amendment No. 2 to Business Combination Agreement dated as of December 28, 2023, by and among StoneBridge Acquisition Corporation, StoneBridge Acquisition Pte. Ltd., DigiAsia Bios Pte. Ltd. and Prashant Gokarn | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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]
| 2 |
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
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