July 7, 2025

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

This letter is submitted on behalf of our client, StoneBridge Acquisition II Corporation (the “Company”), in response to comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to Company’s Registration Statement on Form S-1 filed with the Commission on May 5, 2025 (the “Registration Statement”), as set forth in the Staff’s letter dated May 29, 2025 (the “Comment Letter”).

Set forth below are the Company’s responses to the Staff’s comments in the Comment Letter. For reference purposes, the text of the Staff’s comments are reproduced in bold below, each followed by the Company’s response to the comment. The numbered paragraphs below correspond to the numbered comments in the Comment Letter.

Additionally, the Company is concurrently filing Amendment No. 1 to its Registration Statement on Form S-1 (“Amendment No. 1”), which reflects revisions in response to the Comment Letter and certain other updates.

Kesse PLLC ● www.kessepllc.com ● T 346.348.0239
845 Texas Avenue, Suite 200, Houston, Texas 77002

Securities and Exchange Commission July 7, 2025 Page 2

Form S-1 filed May 5, 2025

Cover Page

Response: In response to the Staff’s comment, the Company has revised the cover page, and pages 19, 22 and 104, of Amendment No. 1 to disclose that any such share dividend, share repurchase or redemption or other similar mechanism may result in material dilution of purchasers’ equity interests.

Response: In response to the Staff’s comment, the Company has revised the cover page, and pages 13, 25, 46, 48, 92, 94, 105, 116 and 158, of Amendment No. 1 to clarify that (i) extensions by charter amendment by shareholders could be used to extend the deadline beyond 24 months and that there are no limitations on the duration of such extensions, and (ii) that any $500,000 loans the Company’s sponsor makes to the trust for a sponsor-initiated extension will be paid only after redemptions in connection with the completion of an initial business combination.

We may not be able to complete an initial business combination . . . may be subject to

regulatory review . . ., page 65

Response: In response to the Staff’s comment, the Company has revised page 68 of Amendment No. 1 to clarify that the Company’s sponsor is not a non-U.S. person, is not controlled by a non-U.S. person, and does not have any members who are or have substantial ties with a non-U.S. person.

Securities and Exchange Commission July 7, 2025 Page 3

Dilution, page 93

Response: In response to the Staff’s comment, the Company has revised the “Dilution” section of Amendment No. 1 to expand the Company’s narrative disclosure to describe each material potential source of future dilution, including (i) the anti-dilution rights associated with the founder shares, (ii) shares or other securities that may be issued in connection with the closing of the Company’s initial business combination (including specifically discussing that the Company intends to target a business that has an enterprise value of between $50.0 million and $200.0 million, although the Company may consider a target entity with a smaller or larger enterprise value), and (iii) sponsor loans that may be converted into equity.

Principal Shareholders

Restrictions on Transfers of Founder Shares and Private Placement Warrants, page 152

Response: In response to the Staff’s comment, the Company has revised pages 10 and 156 of Amendment No. 1 to describe circumstances or arrangements under which the Company’s sponsor could indirectly transfer ownership interest of the Company’s securities through a transfer of sponsor membership interests. In addition, the Company has revised page 50 of Amendment No. 1 to include risk factor disclosure that control of the Company’s sponsor could change prior to the completion of a business combination transaction.

Securities and Exchange Commission July 7, 2025 Page 4

Underwriting, page 187

Response: In response to the Staff’s comment, the Company has revised page 189 of Amendment No 1 to include the representative shares in the table.

Notes to Financial Statements, page F-7

Response: In response to the Staff’s comment, the Company has revised the notes to the Financial Statements included in Amendment No. 1 to discuss how it complied with the referenced reportable segment disclosure requirements. Please see Note 8 to the Financial Statements included in Amendment No. 1.

Should you have further comments or require further information, or if any questions should arise in connection with this submission, please call the undersigned at (346) 348-0239 or at (425) 802-9052. You also may contact the undersigned by email at kelvinkesse@kessepllc.com.