StoneBridge Acquisition Sponsor II LLC 4

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

Research Summary

AI-generated summary of this filing

Updated

StoneBridge (APAC) Sponsor (10% Owner) Awards 100,000 Class B Shares

What Happened
StoneBridge Acquisition Sponsor II LLC (the Issuer's sponsor and a 10% owner) transferred 100,000 Class B Ordinary Shares of StoneBridge Acquisition II Corp (APAC) as equity awards to four independent members of the board on February 5, 2026. The filing reports these as an award/transfer (transaction code A) and lists no cash price (N/A). The Class B shares are a derivative class that will convert into Class A Ordinary Shares on a one‑for‑one basis upon the Issuer's initial business combination, subject to adjustments; they have no expiration date. This was a grant/compensation transfer to directors, not an open‑market sale or purchase.

Key Details

  • Transaction date: February 5, 2026; Form 4 filed February 6, 2026 (timely).
  • Transaction type/code: Award/Grant (A); derivative Class B Ordinary Shares (convertible to Class A 1:1 at business combination).
  • Shares transferred: 100,000 Class B Ordinary Shares (transferred by the sponsor to four independent board members).
  • Price/Value: N/A (no cash consideration reported).
  • Shares owned after transaction: Not specified in the filing for the reporting entity.
  • Footnotes: F1 explains the Class B shares were granted to four independent directors and will convert to Class A upon an initial business combination. F2 notes BP SPAC Sponsor II LLC is the sponsor’s sole managing member; Bhargav Marepally and Prabhu Antony have voting/investment discretion and disclaim beneficial ownership except for any pecuniary interest.
  • Filing timeliness: Reported promptly (no late filing indicated).

Context This is a sponsor equity grant to directors for board services—common SPAC/director compensation—rather than insider buying or selling that signals personal investment conviction. The shares are a derivative class (Class B) tied to the SPAC structure and convert into Class A shares when the SPAC completes a business combination. As a 10% owner entity (the sponsor), this transaction reflects corporate governance/compensation activity by the sponsor, not routine executive open‑market trading.

Insider Transaction Report

Form 4
Period: 2026-02-05
Transactions
  • Award

    Class B Ordinary Shares

    [F2][F1]
    2026-02-05100,000991,667 total
    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 reporting person, which entity is also the Issuer's 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 reporting person. BP SPAC Sponsor II LLC is the sole managing member of the reporting person. Bhargav Marepally and Prabhu Antony are the managing members of BP SPAC Sponsor II LLC, and have voting and investment discretion with respect to the Class B Ordinary Shares held directly by the reporting person. 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, the Managing Member of StoneBridge Acquisition Sponsor II LLC|2026-02-06

Documents

1 file
  • 4
    ownership.xmlPrimary

    FORM 4