BP SPAC Sponsor II LLC 4

4 · StoneBridge Acquisition II Corp · Filed Feb 6, 2026

AI-generated summary of this filing

Updated Feb 7, 2026

StoneBridge Acquisition II Sponsor Transfers 100,000 Shares

What Happened

The reporting person, BP SPAC Sponsor II LLC (a sponsor and >10% owner of StoneBridge Acquisition II Corp), reported a disposition/award on Feb 5, 2026: 100,000 Class B Ordinary Shares were granted/transferred by the sponsor to four independent members of the issuer's board as compensation. The filing lists the transaction as an Award/Grant (code A) and as a derivative transfer; no purchase price or dollar value is provided.
The Class B shares automatically convert one-for-one into Class A Ordinary Shares upon the issuer's initial business combination (subject to adjustments) and have no expiration date. The sponsor therefore reduced its direct holdings by 100,000 Class B shares through this board equity award.

Key Details

Transaction date: 2026-02-05; Form 4 filed: 2026-02-06 (timely).
Transaction type/code: Award/Grant (A); reported as a derivative disposition by the sponsor. Price: N/A (no dollar amount reported).
Shares transferred: 100,000 Class B Ordinary Shares (transferred to four independent directors).
Shares owned after transaction: Not specified in the available filing summary.
Footnotes: F1 — Board approved the 100,000 Class B share grants to four independent directors; shares transferred from the sponsor and convert to Class A at initial business combination. F2 — Reporting person is the sponsor; Bhargav Marepally and Prabhu Antony are managing members with voting/investment discretion and disclaim beneficial ownership except for any pecuniary interest.
Filing timeliness: Report appears timely (filed one day after the transaction date).

Context

This transaction is a routine equity award to board members (director compensation) rather than an open-market buy or sell. For the sponsor (a >10% owner), this is an institutional transfer of founder/sponsor shares to directors and does not necessarily indicate insider buying or selling sentiment about the stock.
Because the shares are Class B ordinary shares that convert to Class A on a one-for-one basis at the time of an initial business combination, the ultimate economic impact depends on the outcome and timing of the SPAC's business combination.

Form 4

Period: 2026-02-05

10% Owner

Transactions

Award
Class B Ordinary Shares
[F2][F1]
2026-02-05−100,000→ 991,667 total(indirect: See footnote)
→ Class A Ordinary Shares (100,000 underlying)

Footnotes (2)

[F1]On, and effective, February 5, 2026, the board of directors (the "Board") of StoneBridge Acquisition II Corporation (the "Issuer") approved an equity grant of 100,000 Class B Ordinary Shares of the Issuer to four independent members of the Board for their respective services as members of the Board and committees of the Board. The Class B Shares were transferred by and from the Issuer's sponsor, StoneBridge Acquisition Sponsor II LLC (the "Sponsor"), to the four independent members of the Board. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments and have no expiration date.
[F2]The shares were, and are, as applicable, directly held by the Sponsor. The reporting person is the sole managing member of the Sponsor. Bhargav Marepally and Prabhu Antony are the managing members of the reporting person, and have voting and investment discretion with respect to the Class B Ordinary Shares held directly by the Sponsor. Each of Mr. Marepally and Mr. Antony disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Signature

/s/ Bhargava Marepally, as Managing Member of BP SPAC Sponsor II LLC|2026-02-06

1 file