StoneBridge Acquisition Sponsor II LLC 4

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.