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 $10.31 per share (the “Redemption”), for an aggregate redemption amount of
approximately $175,152,208.25. Following such redemptions, approximately $206,426,483.43 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
Votes For |
|
Ordinary Shares
Votes Against |
|
Ordinary Shares
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.