UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 4.01 Change in Registrant’s Certifying Accountant
On March 20, 2024, StoneBridge Acquisition Corporation (the “Company”) dismissed Marcum LLP (“Marcum” or the “Former Auditor”) as its independent registered public accounting firm. On March 20, 2024, the Company hired BDO India LLP (“New Auditor”) as its independent registered public accountant firm which was unanimously approved by the Company’s audit committee and board of directors.
Pursuant to applicable rules, the Company makes the following additional disclosures:
(a) The Former Auditor’s audit report on the financial statements of the Company for the year ended December 31, 2022 and for the period from February 2, 2021 (inception) through December 31, 2021, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such report contained an explanatory paragraph regarding the Company’s ability to continue as a going concern with respect to uncertainty as to the Company’s ability to continue as a going concern.
(b) During the period from February 2, 2021 (inception) through December 31, 2022, and the subsequent interim period preceding dismissal, there were no disagreements between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of Marcum would have caused it to make reference thereto in connection with the Former Auditor’s reports on the financial statements for such periods. During the period from February 2, 2021 (inception) through December 31, 2022, and the subsequent interim period preceding dismissal, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K, other than the material weakness in internal controls over financial reporting related to accounting and valuation for complex financial instruments in addition to the material weakness in internal controls over financial reporting related to incomplete accounting for accruals.
(c) During the period from February 2, 2021 (inception) through December 31, 2022, and the subsequent interim period preceding dismissal of the Former Auditor, the Company did not consult with the New Auditor with respect to any matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.
On March 20, 2024, the Company provided the Former Auditor with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of the letter from the Former Auditor dated March 26, 2024, is attached hereto as Exhibit 16.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit | Description | |
| 16.1 | Letter from Marcum LLP, dated March 26, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| StoneBridge Acquisition Corporation | ||
| By: | /s/ Bhargav Marepally | |
| Name: | Bhargav Marepally | |
| Title: | Chief Executive Officer | |
Date: March 26, 2024