StoneBridge Acquisition II Corporation filed a Form 8-K with the SEC on September 21, 2026, reporting that it made available its Passive Foreign Investment Company Annual Information Statement for the taxable year ended December 31, 2025.

Key Highlights

  • PFIC Statement Available: The company made available its PFIC Annual Information Statement for the taxable year ended December 31, 2025, to holders of its Class A ordinary shares.
  • Purpose: The statement is intended to assist shareholders who wish to make a qualified electing fund ("QEF") election under Section 1295 of the U.S. Internal Revenue Code of 1986.
  • No PFIC Admission: According to the filing, "the delivery of the PFIC Annual Statement is not an admission of PFIC status."
  • No Status Representation: The company disclosed it "makes no representation as to whether it was, or will be, classified as a PFIC for the taxable year ended December 31, 2025 or any other taxable year."
  • Signed by CEO: The report was signed by Bhargav Marepally, Chief Executive Officer, on September 21, 2026.

StoneBridge Acquisition II Provides PFIC Tax Information to Class A Shareholders

StoneBridge Acquisition II Corporation, a Cayman Islands-incorporated entity listed on NASDAQ:APAC, disclosed via an Item 8.01 Other Events filing on September 21, 2026, that it had made available a PFIC Annual Information Statement covering the taxable year ended December 31, 2025. The statement was provided to holders of the company's Class A ordinary shares, which carry a par value of $0.0001 per share.

According to the filing, the PFIC Annual Statement is designed to assist shareholders who elect to treat the company as a qualified electing fund under Section 1295 of the Internal Revenue Code of 1986, as amended. The company stated explicitly that it makes no representation regarding its PFIC classification status for the 2025 taxable year or any other year, and that providing the statement should not be interpreted as an acknowledgment of PFIC status. The filing further noted that "shareholders are urged to consult their own tax advisors regarding the applicability and consequences of a QEF election and the U.S. federal income tax treatment of an investment in the Company."

The PFIC Annual Information Statement itself was filed as Exhibit 99.1 to the Current Report and incorporated by reference. The company's securities registered on the Nasdaq Stock Market include Units (APACU), Class A Ordinary Shares (APAC), and Rights (APACR). StoneBridge Acquisition II Corporation is classified as an emerging growth company under applicable SEC rules.

What Was Disclosed

The filing reported the availability of a PFIC Annual Information Statement for the taxable year ended December 31, 2025, intended to support potential QEF elections by shareholders, with the company expressly disclaiming any admission of PFIC status.