Securities Registration (foreign Private Issuer) (f-4)

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Prabhu Antony

One World Trade Center

Suite 8500

New York, New York 10007

Tel: (646) 314-3555

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this registration statement becomes effective.

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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

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Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

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Emerging growth company ☒

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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The Business Combination Agreement provides that the Amalgamation consideration to be paid for each DigiAsia Ordinary Share held as of immediately prior to the Effective Time ( the “Per Share Amalgamation Consideration”) will be a number of PubCo Ordinary Shares equal to (i) $500.0 million divided by the total number of DigiAsia Ordinary Shares outstanding immediately prior to the Effective Time (after giving effect to the Preferred Shares Conversion), divided by (ii) $10.00. Notwithstanding the foregoing, no fractional PubCo Ordinary Shares will be issued. Instead of the issuance of any fractional share, each person or entity that would otherwise be entitled to a fraction of a PubCo Ordinary Share (after aggregating all fractional shares of PubCo Ordinary Shares that otherwise would be received by such person or entity) shall have the number of PubCo Ordinary Shares issued to such person or entity rounded up in the aggregate to the nearest whole number of PubCo Ordinary Shares.

In addition, at the closing of the Amalgamation (the “Closing”), certain members of the management of DigiAsia will be entitled to up to an aggregate of 5,000,001 PubCo Ordinary Shares (the “Earnout Shares”) upon the passage of time (with respect to an aggregate of 1,500,000 of those Earnout Shares) and the achievement of certain milestones (with respect to the remaining 3,500,001 of the Earnout Shares), as more particularly described in this proxy statement/prospectus.

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 $30.0 million, which amount must be made up of a combination of non-redeemed funds in the trust account established at the consummation of StoneBridge’s initial public offering, equity financing in the form of a private investment in public equity by institutions and family offices, convertible debt and a pre-paid advance on convertible debt. Furthermore, pursuant to the terms of the Business Combination Agreement, at least $20.0 million of such amount must be funded at the Closing and the remaining $10.0 million must be funded within three months after the Closing. In addition, pursuant to the terms of the Business Combination Agreement, StoneBridge is required to obtain, to DigiAsia’s satisfaction, a further equity line of credit in the amount of $100.0 million, which can be drawn down over a period of 24 months from the Closing, at PubCo’s option, subject to the terms and conditions of such equity line of credit.

Substantially concurrently with the execution and delivery of the Business Combination Agreement, StoneBridge Acquisition Sponsor LLC (the “Sponsor”) entered into an agreement with DigiAsia, pursuant to which the Sponsor has agreed to, among other things, vote all of its StoneBridge Ordinary Shares in favor of each proposal presented at the Extraordinary General Meeting (as defined below). In addition, the Sponsor and all of the current members of the board of directors of StoneBridge are party to a letter agreement pursuant to which each has agreed to, among other things, (i) vote any shares owned by it, him or her in favor of the Business Combination and (ii) not redeem any StoneBridge Class A Ordinary Shares owned by it, him or her in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor, individually, and collectively with the members of the board of directors of StoneBridge, owns approximately 62.4% of the issued and outstanding StoneBridge Ordinary Shares (including 100% of the issued and outstanding StoneBridge Class B Ordinary Shares).

It is anticipated that, upon completion of the Business Combination, (i) 59,061,425 PubCo Ordinary Shares (inclusive of the conversion of StoneBridge Class A Ordinary Shares into PubCo Ordinary Shares) will be issued in connection with the Business Combination (not including the Earnout Shares and PubCo Ordinary Shares that may be issued in connection with the Transaction Financing), assuming no StoneBridge Class A Ordinary Shares are redeemed in connection with the Business Combination and (ii) 56,050,000 PubCo Ordinary Shares (inclusive of the conversion of StoneBridge Class A Ordinary Shares into PubCo Ordinary Shares) will be issued in connection with the Business Combination (not including the Earnout Shares and PubCo Ordinary Shares that may be issued in connection with the Transaction Financing), assuming the maximum number of StoneBridge Class A Ordinary Shares are redeemed in connection with the Business Combination. The foregoing amounts will change if the actual facts differ from the assumptions set forth above.

Upon the consummation of the Business Combination, PubCo will adopt the second amended and restated memorandum and articles of association in the form attached to this proxy statement/prospectus as Annex B.

For details on the transactions involved in the Business Combination, see “Questions and Answers about the Proposals—What is expected to happen in the Business Combination?” The Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

StoneBridge’s units, the StoneBridge Class A Ordinary Shares and StoneBridge’s public warrants are publicly traded on the Nasdaq Capital Market (“Nasdaq”) under the symbols “APACU,” “APAC” and “APACW,” respectively. Each unit consists of one

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StoneBridge Class A Ordinary Share and one-half of one redeemable warrant. Upon consummation of the Business Combination, any units then outstanding will automatically separate into its constituent ordinary shares and warrants. On January 11, 2023, the date preceding the date the Business Combination was publicly announced, the last reported sale price of the StoneBridge Class A Ordinary Shares on Nasdaq was $10.27 per share, the last reported sale price of StoneBridge’s public warrants on Nasdaq was $0.06 per warrant and the last reported sale price of StoneBridge’s units on Nasdaq was $10.30 per unit. StoneBridge intends to apply for listing, to be effective at the time of the Business Combination, of PubCo Ordinary Shares on Nasdaq under the proposed symbol “FAAS.” It is a condition of the consummation of the Business Combination that StoneBridge receive confirmation from Nasdaq that PubCo’s Ordinary Shares have been conditionally approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that StoneBridge will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Business Combination Agreement is waived by the applicable parties.

StoneBridge shareholders are being asked to consider a vote upon the Business Combination and certain proposals related thereto as described in this proxy statement/prospectus. Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of shareholders of StoneBridge (the “Extraordinary General Meeting”) scheduled to be held on                     , 2023.

The board of directors of StoneBridge has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that the StoneBridge shareholders vote FOR all of the proposals presented to the shareholders at the Extraordinary General Meeting. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that certain of StoneBridge’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal—Interests of StoneBridge’s Directors and Officers in the Business Combination.”

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting. We encourage you to carefully read this entire document, including the annexes. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 60 of this proxy statement/prospectus.

This proxy statement/prospectus is dated                      , 2023 and is expected to be first mailed or otherwise delivered to StoneBridge shareholders on or about                     , 2023.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

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STONEBRIDGE ACQUISITION CORPORATION

One World Trade Center

Suite 8500

New York, New York 10007

Dear StoneBridge Shareholders:

You are cordially invited to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of shareholders of StoneBridge Acquisition Corporation, a Cayman Islands exempted company limited by shares (prior to the Effective Time (as defined herein), “StoneBridge” and, at and after the Effective Time, “PubCo”), at            a.m., Central Time, on                     , 2023 at the offices of Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live webcast at https://                        , and on such other date, time and place to which the meeting may be adjourned. While as a matter of Cayman Islands law StoneBridge is required to have a physical location for the meeting, StoneBridge is pleased to utilize virtual shareholder meeting technology to provide ready access and cost savings for StoneBridge and StoneBridge shareholders. The virtual meeting format allows attendance from any location in the world.

The Extraordinary General Meeting will be held for the following purpose:

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Each of the Business Combination Proposal, the Amalgamation Proposal, the Governing Documents Proposals, the Nasdaq Proposal and the Incentive Plan Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

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The Amalgamation consideration to be paid for each DigiAsia Ordinary Share held as of immediately prior to the Effective Time (the “Per Share Amalgamation Consideration”) will be a number of PubCo Ordinary Shares equal to (i) $500.0 million divided by the total number of DigiAsia Ordinary Shares outstanding immediately prior to the Effective Time (after giving effect to the Preferred Shares Conversion), divided by (ii) $10.00. Notwithstanding the foregoing, no fractional PubCo Ordinary Shares will be issued. Instead of the issuance of any fractional share, each person or entity that would otherwise be entitled to a fraction of a PubCo Ordinary Share (after aggregating all fractional shares of PubCo Ordinary Shares that otherwise would be received by such person or entity) shall have the number of PubCo Ordinary Shares issued to such person or entity rounded up in the aggregate to the nearest whole number of PubCo Ordinary Shares.

In addition, at the closing of the Amalgamation (the “Closing”), certain members of the management of DigiAsia will be entitled to up to an aggregate of 5,000,001 PubCo Ordinary Shares (the “Earnout Shares”) upon the passage of time (with respect to an aggregate of 1,500,000 of those Earnout Shares) and the achievement of certain milestones (with respect to the remaining 3,500,001), as more particularly described in the accompanying proxy statement/prospectus.

The Business Combination will be consummated only if the Business Combination Proposal, the Amalgamation Proposal, the Governing Documents Proposals, the Nasdaq Proposal and the Incentive Plan Proposal are approved at the Extraordinary General Meeting.

The Adjournment Proposal, if adopted, will allow the chairperson of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more of the other proposals to be presented at the Extraordinary General Meeting. In no event shall StoneBridge solicit proxies to adjourn the Extraordinary General Meeting or consummate the Business Combination beyond the date by which it may properly do so under StoneBridge’s amended and restated memorandum and articles of association currently in effect and the Companies Act (As Revised) of the Cayman Islands. The purpose of the Adjournment Proposal is to provide more time to meet the requirements that are necessary to consummate the Business Combination. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Each of the proposals to be presented at the Extraordinary General Meeting is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

In connection with the Business Combination, certain related agreements have been entered into, or will be entered into prior to the closing of the Business Combination, including the Sponsor Support Agreement, the DigiAsia Shareholder Lock-Up Agreement, the DigiAsia Shareholder Support Agreement, the Director Nomination Agreement, the Registration Rights Agreement, the Earnout Escrow Agreement and the Management Representative Deed (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal—Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to StoneBridge’s amended and restated memorandum and articles of association currently in effect, any holder of StoneBridge’s public shares, other than StoneBridge Acquisition Sponsor LLC (the “Sponsor”) or an officer or director of StoneBridge (each such holder, a “public StoneBridge shareholder), may request that StoneBridge redeem all or a portion of such public shares for cash in connection with the completion of the Business Combination. Holders of StoneBridge units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their StoneBridge units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, StoneBridge’s transfer agent (“Continental”), directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public StoneBridge shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public StoneBridge shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, StoneBridge will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on

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deposit in the trust account established at the consummation of StoneBridge’s initial public offering (the “Trust Account”) as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to StoneBridge. For illustrative purposes, as of March 31, 2023, this would have amounted to approximately $10.62 per issued and outstanding share. If a public StoneBridge shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “Extraordinary General Meeting of StoneBridge Shareholders—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public StoneBridge shareholder, together with any affiliate of such public StoneBridge shareholder or any other person with whom such public StoneBridge shareholder is acting in concert or as a partnership, limited partnership, syndicate or other “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares, without the prior consent of StoneBridge. Accordingly, if a public StoneBridge shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares without the prior consent of StoneBridge, then any such shares in excess of that 15% limit would not be redeemed.

The Sponsor and each current member of the board of directors of StoneBridge have agreed to, among other things, vote all of their StoneBridge Ordinary Shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their redemption rights with respect to their StoneBridge Class A Ordinary Shares in connection with the consummation of the Business Combination. As of the date of the accompanying proxy statement/prospectus, the Sponsor, individually, and collectively with the members of the board of directors of StoneBridge, owns approximately 62.4% of the issued and outstanding StoneBridge Ordinary Shares (including 100% of the issued and outstanding StoneBridge Class B Ordinary Shares).

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such closing conditions. In addition, in no event will StoneBridge redeem public shares in an amount that would cause StoneBridge’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

StoneBridge is providing the accompanying proxy statement/prospectus and accompanying proxy card to StoneBridge shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related proposals to be considered by StoneBridge shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all StoneBridge shareholders should read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 60 of the accompanying proxy statement/prospectus.

After careful consideration, StoneBridge’s board of directors has unanimously approved the Business Combination and determined that the Business Combination Proposal, the Amalgamation Proposal, the Governing Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and, if presented, the Adjournment Proposal, are advisable and fair to, and in the best interest of, StoneBridge and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Amalgamation Proposal, “FOR” the Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal and, if presented, “FOR” the Adjournment Proposal. When you consider StoneBridge’s board of directors’ recommendation of these proposals, you should keep in mind that StoneBridge’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal—Interests of StoneBridge’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Business Combination Proposal, the Amalgamation Proposal, the Nasdaq Proposal and the Incentive Plan Proposal, will require an ordinary resolution as defined in StoneBridge’s amended and restated memorandum and articles of association currently in effect, which means a resolution passed by a simple majority of the votes cast by, the holders of StoneBridge Class A Ordinary Shares and StoneBridge Class B Ordinary Shares who, being entitled to do so, vote thereupon, in person, online or by proxy, at the Extraordinary General Meeting, voting as a single class.

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The approval of the Governing Documents Proposals will require a special resolution, being a resolution which is passed by a majority of at least two-thirds of the votes cast by, the holders of StoneBridge Class A Ordinary Shares and StoneBridge Class B Ordinary Shares who, being entitled to do so, vote thereupon, in person, online or by proxy, at the Extraordinary General Meeting, voting as a single class.

The approval of the Adjournment Proposal, if presented, will require the consent of the meeting, which means a simple majority of the votes cast by, the holders of StoneBridge Class A Ordinary Shares and StoneBridge Class B Ordinary Shares, who are present, in person, online or by proxy, and being entitled to do so, vote thereupon at the Extraordinary General Meeting, voting as a single class.

An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Extraordinary General Meeting, please sign, date, vote and return the enclosed proxy card as soon as possible in the envelope provided to make sure that your shares are represented at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. The Business Combination will be consummated only if the Business Combination Proposal, the Amalgamation Proposal, the Governing Documents Proposals, the Nasdaq Proposal and the Incentive Plan Proposal are approved at the Extraordinary General Meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR STONEBRIDGE CLASS A ORDINARY SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO STONEBRIDGE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. HOLDERS OF STONEBRIDGE UNITS MUST ELECT TO SEPARATE THEIR UNITS INTO THE UNDERLYING PUBLIC SHARES AND WARRANTS PRIOR TO EXERCISING REDEMPTION RIGHTS WITH RESPECT TO THE SHARES. IF YOU HOLD YOUR STONEBRIDGE UNITS IN AN ACCOUNT AT A BROKERAGE FIRM OR BANK, YOU MUST NOTIFY THE BROKER OR BANK THAT YOU ELECT TO SEPARATE THE UNITS INTO THE UNDERLYING PUBLIC SHARES AND WARRANTS, OR IF YOU HOLD STONEBRIDGE UNITS REGISTERED IN YOUR OWN NAME, YOU MUST CONTACT STONEBRIDGE’S TRANSFER AGENT DIRECTLY AND INSTRUCT THEM TO DO SO. SEE “EXTRAORDINARY GENERAL MEETING OF STONEBRIDGE SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of StoneBridge’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

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STONEBRIDGE ACQUISITION CORPORATION

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON                     , 2023

TO THE SHAREHOLDERS OF STONEBRIDGE ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of StoneBridge Acquisition Corporation, a Cayman Islands exempted company limited by shares (prior to the Effective Time (as defined herein), “StoneBridge” and, at and after the Effective Time, “PubCo”), will be held at            a.m., Central Time, on                     , 2023 at the offices of Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live webcast at https://                        . You are cordially invited to attend the Extraordinary General Meeting, to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:

Proposal No. 1—The Business Combination Proposal—RESOLVED, as an ordinary resolution, that the business combination contemplated by, and Stonebridge’s entry into, the business combination agreement, dated as of January 5, 2023 (as amended on June 22, 2023 by First Amendment to Business Combination Agreement, and as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among StoneBridge, 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 (solely in his capacity as the Management Representative (as defined in the accompanying proxy statement/prospectus)), a copy of which agreement is attached to the accompanying proxy statement/prospectus as Annex A, pursuant to which DigiAsia and Amalgamation Sub will amalgamate in accordance with the Companies Act 1967 of Singapore, 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, the “Business Combination”), be confirmed, ratified and approved in all respects.

Proposal No. 2—The Amalgamation Proposal—RESOLVED, as an ordinary resolution, that Amalgamation Sub be and is hereby authorized to amalgamate with DigiAsia in accordance with the Companies Act 1967 of Singapore, with DigiAsia surviving such amalgamation as a wholly owned subsidiary of PubCo.

Proposal No. 3—The Governing Documents Proposals:

Proposal No. 3A—Governing Documents Proposal 3A—RESOLVED, as a special resolution, that upon the effective time of the Amalgamation (the “Effective Time”), the change of the name of PubCo from “StoneBridge Acquisition Corporation” to “DigiAsia Corp.” be approved and authorized;

Proposal No. 3B—Governing Documents Proposal 3B—RESOLVED, as a special resolution, that upon the Effective Time, the change in authorized share capital from (i) the authorized share capital of StoneBridge immediately prior to the Effective Time of $22,100 divided into 200,000,000 Class A ordinary shares, par value $0.0001 per share (“StoneBridge Class A Ordinary Shares”), 20,000,000 Class B ordinary shares, par value $0.0001 per share (“StoneBridge Class B Ordinary Shares,” and together with the Stonebridge Class A Ordinary Shares, the “StoneBridge Ordinary Shares”) and 1,000,000 preference shares, par value $0.0001 per share, to (ii) the authorized share capital of PubCo of $20,100 divided into 200,000,000 ordinary shares, par value $0.0001 per share (“PubCo Ordinary Shares”) and 1,000,000 preference shares, par value $0.0001 per share, be approved and authorized;

Proposal No. 3C—Governing Documents Proposal 3C—RESOLVED, as a special resolution, that upon the Effective Time, the change from (i) a share structure of StoneBridge immediately prior to the Effective Time, comprising StoneBridge Class A Ordinary Shares, StoneBridge Class B Ordinary Shares and StoneBridge preference shares, to (ii) a share structure of PubCo, comprising of PubCo Ordinary Shares and PubCo preference shares, be approved and authorized;

Proposal No. 3D—Governing Documents Proposal 3D—RESOLVED, as a special resolution, that upon the Effective Time, the change from (i) the holders of StoneBridge Class B Ordinary Shares having the power to appoint or remove any director of StoneBridge by ordinary resolution under the terms of the amended and restated memorandum and articles of association of StoneBridge in effect immediately prior to the Effective Time (the “Existing StoneBridge Charter”), to (ii) the

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holders of PubCo Ordinary Shares having the power to appoint or remove directors of PubCo by ordinary resolution under the terms of the second amended and restated memorandum and articles of association of PubCo, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “New PubCo Charter”), be approved and authorized;

Proposal No. 3E—Governing Documents Proposal 3E—RESOLVED, as a special resolution, that upon the Effective Time, the change from (i) the classified board of directors of StoneBridge, which is required to be divided into three classes, with directors serving staggered terms, pursuant to the terms of the Existing StoneBridge Charter, to (ii) a declassified board of directors of PubCo, with each director serving until the next succeeding annual general meeting of PubCo after such director’s election and until their successors are appointed and qualified or until their earlier resignation or removal, pursuant to the terms of the New PubCo Charter, be approved and authorized; and

Proposal No. 3F—Governing Documents Proposal 3F—RESOLVED, as a special resolution, that upon the Effective Time, all other changes arising from or in connection with the effective substitution of the Existing StoneBridge Charter with the New PubCo Charter, including the removal of certain provisions relating to StoneBridge’s status as a blank check company that will not be applicable following consummation of the Business Combination, be approved and authorized.

Proposal No. 4—The Nasdaq Proposal—RESOLVED, as an ordinary resolution, that for purposes of complying with Nasdaq Listing Rule 5635, the issuance of PubCo Ordinary Shares in connection with the Business Combination be approved.

Proposal No. 5—The Incentive Plan Proposal—RESOLVED, as an ordinary resolution, that the DigiAsia Corp. 2023 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, be adopted and approved.

Proposal No. 6—the Adjournment Proposal—RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairperson of the Extraordinary General Meeting, be approved in all respects.

The approval of the Business Combination Proposal, the Amalgamation Proposal, the Governing Documents Proposals, the Nasdaq Proposal and the Incentive Plan Proposal by the requisite vote of shareholders of StoneBridge is a condition to the consummation of the Business Combination. If any one of such proposals is not approved by the shareholders of StoneBridge, the Business Combination will not be consummated. Each of the Business Combination Proposal, the Amalgamation Proposal, the Governing Documents Proposals, the Nasdaq Proposal and the Incentive Plan Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

The above-described items of business are described in more detail in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting.

Only holders of record of StoneBridge Ordinary Shares at the close of business on                     , 2023 are entitled to notice of, and to vote at, the Extraordinary General Meeting and any adjournments or postponements thereof.

The accompanying proxy statement/prospectus and proxy card is being provided to shareholders of StoneBridge in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournment thereof. Whether or not you plan to attend the Extraordinary General Meeting, all shareholders of StoneBridge are urged to read the accompanying proxy statement/prospectus, including the annexes and the documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 60 of the accompanying proxy statement/prospectus.

After careful consideration, StoneBridge’s board of directors has unanimously approved the Business Combination and determined that the Business Combination Proposal, the Amalgamation Proposal, the Governing Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and, if presented, the Adjournment Proposal are advisable and fair to, and in the best interest of, StoneBridge and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Amalgamation Proposal, “FOR” the Governing Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal and, if presented, “FOR” the Adjournment Proposal. When you consider the

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StoneBridge’s board of directors’ recommendation of these proposals, you should keep in mind that StoneBridge’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal—Interests of StoneBridge’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to StoneBridge’s amended and restated memorandum and articles of association currently in effect, any holder of StoneBridge’s public shares, other than StoneBridge Acquisition Sponsor LLC (the “Sponsor”) or an officer or director of StoneBridge (each such holder, a “public StoneBridge shareholder) may request that StoneBridge redeem all or a portion of such public shares for cash in connection with the completion of the Business Combination.

As a holder of StoneBridge Class A Ordinary Shares, you will be entitled to receive cash for any StoneBridge Class A Ordinary Shares you elect to redeem only if, prior to or on                     , 2023 (two business days before the Extraordinary General Meeting), you:

Holders of StoneBridge Class A Ordinary Shares must complete the procedures for electing to redeem their public shares in the manner described above on or prior to                     , 2023 (two business days before the Extraordinary General Meeting) in order for their StoneBridge Class A Ordinary Shares to be redeemed.

Holders of StoneBridge units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their StoneBridge units in an account at a brokerage firm or bank, such holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct it to do so.

Public StoneBridge shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public StoneBridge shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, StoneBridge will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account established at the consummation of StoneBridge’s initial public offering (the “Trust Account”) as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to StoneBridge. For illustrative purposes, as of March 31, 2023, this would have amounted to approximately $10.62 per issued and outstanding share. If a public StoneBridge shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. It is expected that the funds to be distributed to StoneBridge shareholders electing to redeem their shares will be distributed promptly after the consummation of the Business Combination.

Notwithstanding the foregoing, a public StoneBridge shareholder, together with any affiliate of such public StoneBridge shareholder or any other person with whom such public StoneBridge shareholder is acting in concert or as a partnership, limited partnership, syndicate or other “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares, without the prior consent of StoneBridge. Accordingly, if a public StoneBridge shareholder, alone or acting in concert or as a

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group, seeks to redeem more than 15% of the public shares without the prior consent of StoneBridge, then any such shares in excess of that 15% limit would not be redeemed.

Under StoneBridge’s amended and restated memorandum and articles of association currently in effect, the Business Combination may not be consummated if StoneBridge has net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all public shares properly demanded to be redeemed by holders of StoneBridge Class A Ordinary Shares.

Any request for redemption, once made by a holder of shares, may not be withdrawn once submitted to StoneBridge unless StoneBridge’s board of directors determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may or may not do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote being taken on the Business Combination Proposal at the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms (as applicable) have been delivered (either physically or electronically) to Continental, at least two business days prior to the vote at the Extraordinary General Meeting.

The Sponsor and each current member of the board of directors of StoneBridge have agreed to, among other things, vote all of their StoneBridge Ordinary Shares in favor of the proposals being presented at the Extraordinary General Meeting and waive their redemption rights with respect to their StoneBridge Class A Ordinary Shares in connection with the consummation of the Business Combination. As of the date of the accompanying proxy statement/prospectus, the Sponsor, individually, and collectively with the members of the board of directors of StoneBridge, owns approximately 62.4% of the issued and outstanding StoneBridge Ordinary Shares (including 100% of the issued and outstanding StoneBridge Class B Ordinary Shares). See “The Business Combination Proposal—Related Agreements” in the accompanying proxy statement/prospectus for more information.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such closing conditions.

All shareholders of StoneBridge are cordially invited to attend the Extraordinary General Meeting. To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return the accompanying proxy card as soon as possible by following the instructions provided in the accompanying proxy statement/prospectus and proxy card. If you are a shareholder of record of StoneBridge Ordinary Shares, you may also cast your vote by means of remote communication at the Extraordinary General Meeting by navigating to https://                        and entering the control number on your proxy card. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote by means of remote communication you must obtain a proxy from your broker or bank and a control number from Continental.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Extraordinary General Meeting, please sign, date, vote and return the accompanying proxy card as soon as possible in the envelope provided to make sure that your shares are represented at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. The Business Combination will be consummated only if the Business Combination Proposal, the Amalgamation Proposal, the Governing Documents Proposals, the Nasdaq Proposal and the Incentive Plan Proposal are approved at the Extraordinary General Meeting. Each of the Business Combination Proposal, the Amalgamation Proposal, the Governing Documents Proposals, the Nasdaq Proposal and the Incentive Plan Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

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If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person or virtually, the effect will be, among other things, that your shares will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person. Your attention is directed to the accompanying proxy statement/prospectus (including the annexes and other documents referred to therein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the annexes and other documents referred to therein. If you have any questions or need assistance voting your shares, please contact Morrow Sodali LLC, StoneBridge’s proxy solicitor, by calling (800) 662-5200 (for individuals) or (203) 658-9400 (for banks and brokers), or by emailing                     .

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR STONEBRIDGE CLASS A ORDINARY SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO STONEBRIDGE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. HOLDERS OF STONEBRIDGE UNITS MUST ELECT TO SEPARATE THEIR UNITS INTO THE UNDERLYING PUBLIC SHARES AND WARRANTS PRIOR TO EXERCISING REDEMPTION RIGHTS WITH RESPECT TO THE SHARES. IF YOU HOLD YOUR STONEBRIDGE UNITS IN AN ACCOUNT AT A BROKERAGE FIRM OR BANK, YOU MUST NOTIFY THE BROKER OR BANK THAT YOU ELECT TO SEPARATE THE UNITS INTO THE UNDERLYING PUBLIC SHARES AND WARRANTS, OR IF YOU HOLD STONEBRIDGE UNITS REGISTERED IN YOUR OWN NAME, YOU MUST CONTACT CONTINENTAL DIRECTLY AND INSTRUCT THEM TO DO SO. SEE “EXTRAORDINARY GENERAL MEETING OF STONEBRIDGE SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

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ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning StoneBridge, without charge, by written request to StoneBridge’s Secretary at StoneBridge Acquisition Corporation, One World Trade Center, Suite 8500, New York, New York 10007, or by telephone request at (646) 314-3555, or to Morrow Sodali LLC, StoneBridge’s proxy solicitor, by calling (800) 662-5200 (for individuals) or (203) 658-9400 (for banks and brokers), or by emailing                     , or from the SEC through the SEC website at http://www.sec.gov.

In order for StoneBridge shareholders to receive timely delivery of the documents in advance of the Extraordinary General Meeting of shareholders of StoneBridge to be held on                     , 2023, you must request the information no later than five business days prior to the date of the Extraordinary General Meeting, by                      , 2023.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by StoneBridge Acquisition Corporation (prior to the Effective Time (as defined herein), “StoneBridge” and, at and after the Effective Time, “PubCo”), constitutes a prospectus of PubCo under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”) with respect to the PubCo Ordinary Shares (as defined herein) to be issued to the shareholders of DigiAsia Bios Pte. Ltd. (“DigiAsia”) if the Business Combination (as defined herein) is consummated. This document also constitutes a notice of meeting and a proxy statement with respect to the extraordinary general meeting of StoneBridge shareholders (the “Extraordinary General Meeting”) at which StoneBridge shareholders will be asked to consider and vote upon proposals to approve the Business Combination Proposal, the Amalgamation Proposal, the Governing Documents Proposals, the Nasdaq Proposal and the Incentive Plan Proposal (each as defined herein) and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Proposal, the Amalgamation Proposal, the Governing Documents Proposals, the Nasdaq Proposal or the Incentive Plan Proposal.

References to “U.S. Dollars” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded. Consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning DigiAsia’s industry and the markets in which DigiAsia operates, including DigiAsia’s general expectations, market position, market opportunity and market size, are based on DigiAsia’s management’s knowledge and experience in the markets in which DigiAsia operates, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, trade and business organizations and other contacts in the markets in which DigiAsia operates. Certain information is based on DigiAsia’s management’s estimates, which have been derived from third-party sources, as well as data from DigiAsia’s internal research. In presenting this information, DigiAsia has made certain assumptions that it believes to be reasonable based on such data and other similar sources and on DigiAsia’s knowledge of, and experience to date in, the markets in which DigiAsia operates. While we and DigiAsia believe the estimated market and industry data included in this proxy statement/prospectus is generally reliable, such information is inherently uncertain and imprecise. Market and industry data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process, and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance of the markets in which DigiAsia operates are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this proxy statement/prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties, DigiAsia and/or us. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

DigiAsia and its majority-owned entities and controlled entities (including variable interest entities for which DigiAsia is the primary beneficiary), own or have rights to trademarks and trade names that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks. All other trademarks, trade names or service marks appearing in this proxy statement/prospectus are, to StoneBridge’s knowledge, the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ^®, ™ or ^SM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, trade names and service marks. Neither StoneBridge nor DigiAsia intends the use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of StoneBridge or DigiAsia by, any other entities.

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PRESENTATION OF FINANCIAL INFORMATION

StoneBridge/PubCo

The audited financial statements of StoneBridge for the years ended December 31, 2022 and 2021, and the unaudited condensed financial statements of StoneBridge for the three months ended March 31, 2023, in each case, included in this proxy statement/prospectus, were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are denominated in U.S. Dollars.

The Business Combination (as defined herein) is made up of the series of transactions outlined within the Business Combination Agreement (as defined herein), as described elsewhere within this proxy statement/prospectus. The Business Combination will be accounted for as a reverse recapitalization in conformity with U.S. GAAP. Under this method of accounting, PubCo will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of PubCo will represent a continuation of the financial statements of DigiAsia with the Business Combination treated as the equivalent of DigiAsia issuing shares for the net assets of StoneBridge, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of DigiAsia in future reports of PubCo. This determination was primarily based on the following facts and circumstances, under each of the scenario assuming no further redemptions (the “No Further Redemption Scenario”), the scenario assuming 50% redemptions (the “50% Redemption Scenario”) and the scenario assuming maximum redemptions (the “Maximum Redemption Scenario”):

DigiAsia

DigiAsia’s audited consolidated financial statements as of, and for the years ended, December 31, 2022 and 2021, included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP and are denominated in U.S. Dollars.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, in this proxy statement/prospectus:

“2023 Incentive Plan” means the DigiAsia Corp. 2023 Omnibus Incentive Plan, the form of which is attached to this proxy statement/prospectus as Annex C;

“ACRA” means the Accounting and Corporate Regulatory Authority of Singapore;

“Amalgamation” means the amalgamation of DigiAsia and Amalgamation Sub in accordance with Section 215A of the Companies Act 1967 of Singapore, with DigiAsia surviving the amalgamation as a wholly owned subsidiary of PubCo;

“Amalgamation Sub” means StoneBridge Acquisition Pte. Ltd., a Singapore private company limited by shares with company registration number 202239721R and a direct, wholly owned subsidiary of StoneBridge;

“Business Combination” means the Amalgamation and the other transactions contemplated by the Business Combination Agreement;

“Business Combination Agreement” means the business combination agreement, dated as of January 5, 2023 (as amended on June 22, 2023 by First Amendment to Business Combination Agreement, and as may be further amended, supplemented, or otherwise modified from time to time), by and among StoneBridge, Amalgamation Sub, DigiAsia and Prashant Gokarn (solely in his capacity as the Management Representative);

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands;

“Closing” means the closing of the Amalgamation;

“Closing Date” means the date of the Closing;

“Code” means the U.S. Internal Revenue Code, as amended;

“Continental” means Continental Stock Transfer & Trust Company;

“DigiAsia” means DigiAsia Bios Pte. Ltd., a Singapore private company limited by shares with company registration number 201730295C;

“DigiAsia Founder” means Alexander Rusli;

“DigiAsia Group” means, collectively, (i) DigiAsia, (ii) PT DAB, (iii) PT Tri Digi Fin, a company organized under the laws of the Republic of Indonesia, (iv) PT Digital Distribusi Logistik Nusantara, a company organized under the laws of the Republic of Indonesia, (v)  PT Solusi Pasti, a company organized under the laws of the Republic of Indonesia, (vi) PT Reyhan Putera Mandiri, a company organized under the laws of the Republic of Indonesia and (vii) Migrant Lifeline Technologies Private Limited, a company organized under the laws of Singapore;

“DigiAsia Ordinary Shares” means ordinary shares of DigiAsia;

“DigiAsia Shareholder Lock-Up Agreement” means the shareholder lock-up agreement dated January 5, 2023 between StoneBridge and the shareholders of DigiAsia party thereto;

“DigiAsia Shareholder Support Agreement” means the shareholder support agreement dated as of January 5, 2023, by and among StoneBridge, Amalgamation Sub and the shareholders of DigiAsia party thereto;

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“Director Nomination Agreement” means the director nomination agreement to be entered into in connection with the Closing, by and among StoneBridge, the Sponsor and the DigiAsia Founder;

“Earnout Escrow Agreement” means the earnout escrow agreement to be entered into in connection with the Closing, by and among StoneBridge, the Sponsor, Prashant Gokarn (in his capacity as the Management Representative) and Continental;

“Earnout Shares” means the aggregate of 5,000,001 PubCo Ordinary Shares to be issued to the Management Earnout Group upon the passage of time and the achievement of certain milestones, pursuant to the Business Combination Agreement;

“Effective Time” means the effective time of the Amalgamation;

“Exchange Act” means the U.S. Securities and Exchange Act of 1934, as amended;

“Existing Letter Agreement” means the letter agreement dated July 15, 2021, executed by the Sponsor, the members of the board of directors of StoneBridge and the executive officers of StoneBridge, for the benefit of StoneBridge, in connection with StoneBridge’s initial public offering and in accordance with the underwriting agreement between StoneBridge and Cantor Fitzgerald & Co. (as representative of the underwriters) relating to StoneBridge’s initial public offering;

“Existing StoneBridge Charter” means the amended and restated memorandum and articles of association of StoneBridge in effect immediately prior to the Business Combination;

“Extraordinary General Meeting” means the Extraordinary General Meeting of shareholders of StoneBridge scheduled to be held on                , 2023;

“Final Redemption Date” means July 20, 2023;

“IFRS” means the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

“Initial Projections” means the financial projections prepared by the management of DigiAsia in connection with the Business Combination;

“IRS” means the U.S. Internal Revenue Service;

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended;

“Management Earnout Group” means, collectively, Alexander Rusli, Prashant Gokarn, Subir Lohani, Hermansjah Haryono and Rully Hariwinata;

“Management Representative” means Prashant Gokarn, in his capacity as the representative and attorney-in-fact of the Management Earnout Group with respect to certain matters relating to the Earnout Shares pursuant to the Business Combination Agreement;

“Management Representative Deed” means the management representative deed, dated January 5, 2023, by and among the Management Representative and each member of the Management Earnout Group;

“Minimum Cash Condition” means the requirement that the aggregate cash available to StoneBridge at the Closing from the Trust Account and the Transaction Financing (after giving effect to the redemption of any StoneBridge Class A Ordinary Shares in connection with the vote on the Business Combination but prior to the payment of the Outstanding StoneBridge Expenses and Outstanding DigiAsia Expenses) must equal or exceed $20.0 million;

“Nasdaq” means the Nasdaq Capital Market or the Nasdaq Stock Market LLC, as the context requires;

“New PubCo Charter” means the second amended and restated memorandum and articles of association of PubCo upon completion of the Business Combination, the form of which is attached to this proxy statement/prospectus as Annex B;

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“Outstanding DigiAsia Expenses” means the following fees and expenses, incurred by or on behalf of DigiAsia or DigiAsia shareholders in connection with the conduct of DigiAsia’s sale process (including the evaluation and negotiation of business combinations with other third parties) and preparation, negotiation and execution of the Business Combination Agreement and the consummation of the Business Combination, which remain unpaid as of the close of business on the business day immediately preceding the Closing Date: (i) the fees and disbursements of outside counsel to DigiAsia or its shareholders incurred in connection with the Business Combination and (ii) the fees and expenses of any other agents, advisors, consultants, experts and financial advisors employed by DigiAsia in connection with the Business Combination;

“Outstanding StoneBridge Expenses” means all unpaid fees and disbursements of StoneBridge, Amalgamation Sub or the Sponsor for outside counsel and fees and expenses of StoneBridge, Amalgamation Sub or the Sponsor or for any other agents, advisors, consultants, experts and financial advisors employed by or on behalf of StoneBridge, Amalgamation Sub or the Sponsor in connection with StoneBridge’s initial public offering (including any deferred underwriter fees), the Business Combination or other proposed business combinations with other third parties;

“Per Share Amalgamation Consideration” means a number of PubCo Ordinary Shares equal to (i) $500.0 million divided by the total number of DigiAsia Ordinary Shares outstanding immediately prior to the Effective Time (after giving effect to the Preferred Shares Conversion), divided by (ii) $10.00;

“Preferred Shares Conversion” means the conversion, immediately prior to the Sponsor Share Conversion, of each then outstanding preferred share of DigiAsia into such number of DigiAsia Ordinary Shares as is in accordance with the governing documents of DigiAsia;

“PT DAB” means PT Digi Asia Bios, a company organized under the laws of the Republic of Indonesia;

“PubCo” means StoneBridge after the Effective Time (the name of which will change to DigiAsia Corp.);

“PubCo Ordinary Shares” means ordinary shares, par value $0.0001 per share, of PubCo;

“public StoneBridge shareholder” means any holder of StoneBridge’s public shares, other than the Sponsor or an officer or director of StoneBridge;

“Registration Rights Agreement” means the registration rights agreement dated as of January 5, 2023 by and among StoneBridge, DigiAsia and the shareholders party thereto;

“SEC” means the U.S. Securities and Exchange Commission;

“Securities Act” means the U.S. Securities Act of 1933, as amended;

“SFRS” means the financial reporting standards issued by the Singapore Accounting Standards Council, consistently applied;

“Sponsor” means StoneBridge Acquisition Sponsor LLC, a Delaware limited liability company;

“Sponsor Share Conversion” means the conversion, immediately prior to the Effective Time, of each StoneBridge Class B Ordinary Share into one StoneBridge Class A Ordinary Share, on a one-for-one basis;

“Sponsor Support Agreement” means the sponsor support agreement, dated as of January 5, 2023, by and between the Sponsor and DigiAsia;

“StoneBridge” means StoneBridge Acquisition Corporation, a Cayman Islands exempted company limited by shares, prior to the Effective Time;

“StoneBridge Class A Ordinary Shares” means Class A ordinary shares, par value $0.0001 per share, of StoneBridge;

“StoneBridge Class B Ordinary Shares” means Class B ordinary shares, par value $0.0001 per share, of StoneBridge;

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“StoneBridge Ordinary Shares” means, collectively, StoneBridge Class A Ordinary Shares and StoneBridge Class B Ordinary Shares;

“Transaction Financing” means transaction financing to be obtained by StoneBridge, to DigiAsia’s satisfaction, 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 $30.0 million, which shall be 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 by institutions and family offices, convertible debt and a pre-paid advance on convertible debt, and at least $20.0 million of which amount shall be funded at the Closing, with the remaining $10.0 million to be funded within three months after the Closing;

“Trust Account” means the trust account established at the consummation of StoneBridge’s initial public offering;

“U.S. GAAP” means generally accepted accounting principles in the United States; and

“VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value per share on such date(s) as mutually determined by StoneBridge and DigiAsia, each acting reasonably.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to StoneBridge shareholders. StoneBridge shareholders should read this proxy statement/prospectus, including the annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held at            a.m., Central Time, on                 , 2023 at the offices of Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live webcast at https://                 .

A:StoneBridge shareholders are being asked to consider and vote upon a proposal to approve and adopt theBusiness Combination and certain related proposals. You are receiving this proxy statement/prospectus because you hold StoneBridge Ordinary Shares as of the record date for the Extraordinary General Meeting.

StoneBridge, Amalgamation Sub, DigiAsia and the Management Representative (solely in such capacity) have agreed to the Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. The Business Combination Agreement provides for, among other things, the Amalgamation of Amalgamation Sub and DigiAsia, with DigiAsia surviving the Amalgamation as a wholly owned subsidiary of PubCo, with securityholders of DigiAsia receiving securities of PubCo as consideration therefor and the Management Earnout Group being entitled to receive Earnout Shares upon the passage of time and the achievement of certain milestones, all as more particularly described in this proxy statement/prospectus.

StoneBridge’s units, the StoneBridge Class A Ordinary Shares and StoneBridge’s public warrants are publicly traded on the Nasdaq Capital Market under the symbols “APACU,” “APAC” and “APACW,” respectively. StoneBridge intends to apply for listing, to be effective at the time of the Business Combination, of PubCo Ordinary Shares on Nasdaq under the proposed symbol “FAAS.” Each StoneBridge unit consists of one StoneBridge Class A Ordinary Share and one-half of one redeemable warrant. Upon consummation of the Business Combination, any units then outstanding will automatically separate into its constituent ordinary shares and warrants. Accordingly, PubCo will not have units outstanding following consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other proposals to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

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See the section entitled “The Governing Documents Proposals.”

This proxy statement/prospectus contains important information about the proposed Business Combination and the proposals to be acted upon at the Extraordinary General Meeting. Shareholders should read it carefully and in its entirety. The vote of shareholders is important. Shareholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

It is important to note that in the event that the Business Combination Proposal is not approved, StoneBridge will not consummate the Business Combination. If StoneBridge does not consummate the Business Combination and fails to complete an initial business combination by July 20, 2023, or amend StoneBridge’s amended and restated memorandum and articles of association to extend the date by which StoneBridge must consummate an initial business combination, StoneBridge will be required to dissolve and liquidate.

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Currently, DigiAsia, under its suite of license and technology stack, offers services and products through the following business verticals:

By leveraging its consolidation strategy and technology platform, and the extensive expertise of its management team, DigiAsia has emerged as one of the foremost players in its geographies of operations in terms of ecosystem and B2B offerings. For more information, see “DigiAsia’s Business.”

Based on its due diligence investigations of DigiAsia and the industries and geographies in which DigiAsia operates, including the financial and other information provided by DigiAsia in the course of StoneBridge’s due diligence investigations, StoneBridge’s board of directors believes, although it cannot assure you, that the Business Combination with DigiAsia is in the best interests of StoneBridge and presents an opportunity to increase shareholder value. Although StoneBridge’s board of directors believes that the Business Combination presents a unique business combination opportunity and is in the best interests of StoneBridge, StoneBridge’s board of directors considered certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal—StoneBridge’s Board of Directors’ Reasons for the Approval of the Business Combination” for a discussion of the factors considered by StoneBridge’s board of directors in making its decision.

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lower of (x) the Nasdaq official closing price immediately preceding the signing of the binding agreement or (y) the average Nasdaq official closing price of the ordinary shares for the five trading days immediately preceding the signing of the binding agreement. For more information, see the section entitled “The Nasdaq Proposal.”

Subject to the terms and conditions of the Business Combination Agreement, in connection with the Business Combination, the following transactions will occur:

The Amalgamation consideration to be paid for each DigiAsia Ordinary Share held as of immediately prior to the Effective Time ( the “Per Share Amalgamation Consideration”) will be a number of PubCo Ordinary Shares equal to (i) $500.0 million divided by the total number of DigiAsia Ordinary Shares outstanding immediately prior to the Effective Time (after giving effect to the Preferred Shares Conversion), divided by (ii) $10.00. Notwithstanding the foregoing, no fractional PubCo Ordinary Shares will be issued. Instead of the issuance of any fractional share, each person or entity that would otherwise be entitled to a fraction of a PubCo Ordinary Share (after aggregating all fractional shares of PubCo Ordinary Shares that otherwise would be received by such person or entity) shall have the number of PubCo Ordinary Shares issued to such person or entity rounded up in the aggregate to the nearest whole number of PubCo Ordinary Shares.

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In addition, at the Closing, the Management Earnout Group will be entitled to up to an aggregate of 5,000,001 Earnout Shares upon the passage of time (with respect to an aggregate of 1,500,000 of those Earnout Shares) and the achievement of certain milestones (with respect to the remaining 3,500,001). Specifically:

If any of the conditions specified in clauses (ii), (iii) and (iv) above have not been met within five years following the Closing Date, the Earnout Shares relating to such unsatisfied condition shall be automatically released back to PubCo for cancellation.

For more information on the Amalgamation, see the sections titled “The Business Combination Proposal” and “The Business Combination Proposal—General Description of the Business Combination Transactions—The Amalgamation Proposal.”

Subsequent to the consummation of the Business Combination, PubCo will complete a reorganization, as more particularly described elsewhere in this proxy statement/prospectus. See “The Business Combination Proposal—The Reorganization” and “DigiAsia’s Business—The Reorganization” for additional details.

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connection with the transaction financing, the Sponsor has, pursuant to the Sponsor Support Agreement, agreed to assign for the benefit of investors to be identified in the transaction financing, 50% of the StoneBridge private placement warrants held by the Sponsor as of the date of the Sponsor Support Agreement.

In addition, pursuant to the terms of the Business Combination Agreement, StoneBridge is required to obtain, to DigiAsia’s satisfaction, a further equity line of credit in the amount of $100.0 million, which can be drawn down over a period of 24 months from the Closing, at PubCo’s option, subject to the terms and conditions of such equity line of credit.

Upon consummation of the Business Combination, assuming a                , 2023 Closing Date, the post-Closing share ownership of PubCo would be (i) the No Further Redemption Scenario; (ii) the 50% Redemption Scenario, where StoneBridge public shareholders holding approximately 1,505,713 StoneBridge Class A Ordinary Shares exercise their redemption rights and such shares are redeemed for their pro rata portion of the funds in the Trust Account (at, for illustrative purposes, $10.62 per share, being the pro rata per share amount as of March 31, 2023), amounting to aggregate redemption proceeds of approximately $16.0 million, and (iii) the Maximum Redemption Scenario, where StoneBridge public shareholders holding approximately 3,011,425 StoneBridge Class A Ordinary Shares exercise their redemption rights and such shares are redeemed for their pro rata portion of the funds in the Trust Account (at, for illustrative purposes, $10.62 per share), amounting to aggregate redemption proceeds of approximately $32.0 million.

The following table illustrates varying pro forma voting power and implied ownership levels in PubCo immediately following the consummation of the Business Combination based on the No Further Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario, and the assumption that the Transaction Financing is successful, such that a minimum of $20.0 million of the Transaction Financing amount is funded at the Closing. The table below does not include (i) any PubCo Ordinary Shares that may be issued in connection with the Transaction Financing, (ii) 10,000,000 PubCo Ordinary Shares that underly StoneBridge’s public warrants, (iii) 8,000,000 PubCo Ordinary Shares that underly StoneBridge’s private placement warrants and (iii) the 5,000,001 Earnout Shares (collectively, the “Dilutive Interests”), in each case because none of the Dilutive Interests are exercisable or issuable immediately following the consummation of the Business Combination.

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The following table presents pro forma Voting Power and Implied Ownership of PubCo inclusive of the Dilutive Interests. The following table assumes (i) the Dilutive Interests have been fully exercised and/or vested, (ii) any conditions to the issuance of such Dilutive Interests have been fully satisfied, and (iii) such Dilutive Interests were issued in connection with the consummation of the Business Combination, such that the Voting Power and Implied Ownership of PubCo immediately following the consummation of the Business Combination is as follows:

If the actual facts differ from these assumptions, these numbers will be different.

Pursuant to the StoneBridge’s amended and restated memorandum and articles of association currently in effect, in connection with the completion of the Business Combination, holders of StoneBridge Class A Ordinary Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with StoneBridge’s amended and restated memorandum and articles of association currently in effect. Payment for such redemptions will come from the Trust Account.

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StoneBridge Class A Ordinary Shares as a result of the Amalgamation, regardless of whether the Amalgamation qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. Furthermore, although the Amalgamation is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and StoneBridge and DigiAsia intend to report the Amalgamation consistent with such qualification, such treatment is not a condition to StoneBridge or DigiAsia’s obligation to complete the Amalgamation.

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For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal—The Business Combination Agreement.”

DigiAsia or StoneBridge may have contractual obligations to third parties that preclude the waiving of certain conditions to Closing by DigiAsia or StoneBridge, as applicable.

As of the close of business on the record date, there were 8,011,425 StoneBridge Ordinary Shares outstanding, consisting of 3,011,425 StoneBridge Class A Ordinary Shares and 5,000,000 StoneBridge Class B Ordinary Shares. No StoneBridge preference shares were outstanding as of the record date and none are outstanding as of the date of this proxy statement/prospectus.

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For purposes of the Extraordinary General Meeting, an abstention occurs when a shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. Since abstentions and broker non-votes are not counted as votes cast, abstentions and broker non-votes will have no effect on the outcome of the votes on the Business Combination Proposal, the Amalgamation Proposal, the Governing Documents Proposals, the Nasdaq Proposal or the Incentive Plan Proposal.

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within half an hour from the time appointed for the Extraordinary General Meeting to commence, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the directors of StoneBridge may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the StoneBridge shareholders present shall constitute a quorum.

As of the record date, 2,670,475 StoneBridge Ordinary Shares would be required to achieve a quorum. The Sponsor, being the owner of 5,000,000 StoneBridge Ordinary Shares as of the record date, has agreed, pursuant to the Sponsor Support Agreement, to appear at the Extraordinary General Meeting or to otherwise cause its StoneBridge Ordinary Shares to be counted as present at the Extraordinary General Meeting for the purpose of establishing a quorum.

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Q:Who will be the officers and directors of PubCo if the Business Combination is consummated?

Holders of StoneBridge units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their StoneBridge units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, StoneBridge’s transfer agent, directly and instruct it to do so.

If a holder exercises its redemption rights, then such holder will be exchanging its StoneBridge Class A Ordinary Shares for cash. Such a holder will be entitled to receive cash for its StoneBridge Class A Ordinary Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Continental, two business days prior to the Extraordinary General Meeting. A holder of StoneBridge Class A Ordinary Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a partnership, limited partnership, syndicate or other “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate shares redeemed without the consent of StoneBridge. StoneBridge’s amended and restated memorandum and articles of association currently in effect provides that the Business Combination shall not be consummated if, upon the consummation of the Business Combination, StoneBridge does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that StoneBridge shall be required to pay to redeeming shareholders upon consummation of the Business Combination. See the section titled

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“Extraordinary General Meeting of StoneBridge Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Further, in no event will StoneBridge redeem public shares in an amount that would cause StoneBridge’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.

It is a condition to closing under the Business Combination Agreement, that the aggregate cash available to StoneBridge at the Closing from the Trust Account and the Transaction Financing (after giving effect to the redemption of any StoneBridge Class A Ordinary Shares in connection with the vote on the Business Combination but prior to the payment of the Outstanding StoneBridge Expenses and Outstanding DigiAsia Expenses) must equal or exceed $20.0 million. If redemptions by public StoneBridge shareholders cause StoneBridge to be unable to meet this closing condition, then DigiAsia will not be required to consummate the Business Combination, although it may, in its sole discretion and subject to any contractual obligations to third parties that preclude the waiving of certain conditions to Closing by DigiAsia, waive this condition.

Holders must complete the procedures for electing to redeem their shares in the manner described above on or prior to prior to                     , 2023, two business days before the scheduled Extraordinary General Meeting in order for their shares to be redeemed.

If you hold public shares through units, you must elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares. If you hold the units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying

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public shares and warrants, or if you hold units registered in your own name, you must contact Continental directly and instruct it to do so.

The address of Continental is listed under the question “Who can help answer my questions?” below.

If a public StoneBridge shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, StoneBridge will redeem such public shares for a per share price, payable in cash, equal to the pro rata portion of the amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to StoneBridge. For illustrative purposes, as of March 31, 2023, this would have amounted to approximately $10.62 per issued and outstanding share less any owed but unpaid taxes on the funds in the Trust Account. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, the proceeds deposited in the Trust Account could become subject to the claims of StoneBridge’s creditors, if any, which would have priority over the claims of StoneBridge shareholders. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to StoneBridge shareholders electing to redeem their shares will be distributed promptly after the consummation of the Business Combination.

A holder of StoneBridge Class A Ordinary Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a partnership, limited partnership, syndicate or other “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate shares redeemed without the consent of StoneBridge. Under StoneBridge’s amended and restated memorandum and articles of association currently in effect, the Business Combination may not be consummated if StoneBridge has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all public shares properly demanded to be redeemed by holders of StoneBridge Class A Ordinary Shares.

Any request for redemption, once made by a holder of shares, may not be withdrawn once submitted to StoneBridge unless the board of directors of StoneBridge determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may or may not do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote being taken on the Business Combination Proposal at the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms (as applicable) have been delivered (either physically or electronically) to Continental, at least two business days prior to the vote at the Extraordinary General Meeting.

If you exercise your redemption rights, then you will be exchanging your StoneBridge Class A Ordinary Shares for cash and will not be entitled to PubCo Ordinary Shares upon consummation of the Business Combination.

See the section titled “Extraordinary General Meeting of StoneBridge Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

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not be able to meet the Nasdaq listing standards. It is a condition to consummation of the Business Combination in the Business Combination Agreement that the PubCo Ordinary Shares to be issued in connection with the Business Combination shall have been approved for listing on the Nasdaq, subject only to official notice of issuance thereof.

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Morrow Sodali LLC 470 West Avenue Stamford, CT 06902 USA

Individuals call toll-free (tolls apply if calling from outside the United States): (800) 662-5200

Banks and brokers call: (203) 658-9400

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Email:

To obtain timely delivery, shareholders must request the materials no later than                     , 2023, or five business days prior to the Extraordinary General Meeting.

You may also obtain additional information about StoneBridge from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you are a holder of StoneBridge Class A Ordinary Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to Continental at the address below at least two business days prior to the Extraordinary General Meeting. If you hold StoneBridge units registered in your own name and intend to redeem your shares underlying the units, you must contact Continental at the address below and instruct Continental to separate your units into its underlying public shares and warrants prior to exercising your redemption rights.

If you have questions regarding the certification of your position, delivery of your shares for redemption or separation of your units for purposes of exercising your redemption rights, please contact Continental at the address below:

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Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, NY 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

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