StoneBridge Acquisition II Corp 8-K

What Happened

• StoneBridge Acquisition II Corporation announced on Feb 5, 2026 that its board approved a one‑time equity grant totaling 100,000 Class B ordinary shares, to be allocated as 25,000 shares each to independent directors Richard Saldanha, Joel Huffman, Roshan Boodhoo, and Mahboob Subuhani Mohamed Mohideen.
• The shares were transferred by the Company’s sponsor, Stonebridge Acquisition Sponsor II LLC, from existing Class B ordinary shares it held. Each director executed a joinder to the Sponsor Letter Agreement dated Sept 30, 2025, agreeing to be bound by its terms.

Key Details

• Grant date/approval: February 5, 2026.
• Total shares granted: 100,000 Class B ordinary shares (25,000 to each of four directors).
• Transfer source: Shares transferred from Sponsor (Stonebridge Acquisition Sponsor II LLC) stock already held by sponsor.
• Governance/legal step: Each director signed a Joinder to the Sponsor Letter Agreement (dated Sept 30, 2025 with Maxim Group LLC, the Company and the Sponsor).

Why It Matters

• This filing notifies investors of non‑cash director compensation and a change in beneficial ownership of Class B shares held by the Sponsor.
• The grant could affect the distribution of Class B shares among insiders/sponsor and is material for shareholders tracking board compensation, ownership stakes, and any future governance or sponsor‑related arrangements described in the Sponsor Letter Agreement.