StoneBridge Acquisition II Corp-A 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-42871 STONEBRIDGE ACQUISITION II CORPORATION(Exact name of registrant as specified in its charter) Cayman IslandsN/A(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) One World Trade CenterSuite 8500New York, New York 10007(Address of principal executive offices, including zip code) (646) 314-3555(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).☒Yes☐No As of May15, 2026, the registrant had a total of 6,133,750 Class A ordinary shares, $0.0001 par value, issued and outstanding, and1,916,667 Class B ordinary shares, $0.0001 par value, issued and outstanding. STONEBRIDGE ACQUISITION II CORPORATION QUARTERLY REPORT ON FORM 10-QFOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 TABLE OF CONTENTS PagePART I - FINANCIAL INFORMATION1Item 1. Financial Statements1Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 3. Quantitative and Qualitative Disclosures About Market Risk27Item 4. Controls and Procedures27PART II - OTHER INFORMATION28Item 1. Legal Proceedings28Item 1A. Risk Factors28Item 2. Unregistered Sales of Equity Securities and Use of Proceeds28Item 3. Defaults Upon Senior Securities29Item 4. Mine Safety Disclosures29Item 5. Other Information29Item 6. Exhibits30Signatures31i PART I - FINANCIAL INFORMATION STONEBRIDGE ACQUISITION II CORPORATIONINDEX TO FINANCIAL STATEMENTS PageCondensed Balance Sheets as of March31, 2026 (Unaudited) and December31, 20252Condensed Statements of Operations for the three months ended March31, 2026 and three months ended March31,20253Condensed Statements of Changes in Shareholders’ Equity for the three months ended March31, 2026 and three monthsended March31, 20254Condensed Statements of Cash Flows for the three months ended March31, 2026 and three months ended March31,20255Notes to Condensed Financial Statements6–19 STONEBRIDGE ACQUISITION II CORPORATIONCONDENSED BALANCE SHEETS LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTIONAND SHAREHOLDERS’ EQUITYCURRENT LIABILITIES Accounts payable$28,750$23,400Loan from sponsor2222Due to related parties22,26122,261Total current liabilities51,03345,683TOTAL LIABILITIES51,03345,683 COMMITMENTS AND CONTINGENCIESORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Class A ordinary shares subject to possible redemption, $0.0001 par value; 5,750,000 shares issued and outstanding at redemption value of $10.00 per share$ 58,558,81558,048,399 SHAREHOLDERS’ EQUITYPreference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLEREDEMPTION AND SHAREHOLDERS’ EQUITY (1)Includes an aggregate of up to250,000Class B ordinary shares that were subject to forfeiture if the over-allotment option in theCompany’s initial public offering (the “Initial Public Offering”) was not exercised in full or in part by the underwriters (Note 6).On October1, 2025, the underwriters fully exercised their over-allotment option in conn