BP SPAC Sponsor II LLC 4

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.