BP SPAC Sponsor II LLC (APAC) details 100,000 Class B share grant to directors

Rhea-AI Filing Summary

BP SPAC Sponsor II LLC, a 10% owner of StoneBridge Acquisition II Corp. (APAC), reported a change related to 100,000 Class B Ordinary Shares on February 5, 2026. The board approved an equity grant of these 100,000 Class B shares to four independent directors for their board and committee service.

The Class B shares were transferred by and from the Sponsor to the independent directors and will automatically convert into Class A Ordinary Shares at the time of the company’s initial business combination on a one-for-one basis, with no expiration date. Following the reported transaction, the Sponsor indirectly holds 991,667 Class B Ordinary Shares. Voting and investment discretion over the Sponsor’s Class B shares is held by Bhargav Marepally and Prabhu Antony, who each disclaim beneficial ownership beyond any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BP SPAC Sponsor II LLC

(Last) (First) (Middle)

ONE WORLD TRADE CENTER, SUITE 8500

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
StoneBridge Acquisition II Corp [ APAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares(2)	(1)	02/05/2026		A			100,000	(1)	(1)	Class A Ordinary Shares	100,000	(1)	991,667(2)	I	See footnote(2)

Explanation of Responses:

1. 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.

2. 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.

	/s/ Bhargava Marepally, as Managing Member of BP SPAC Sponsor II LLC	02/06/2026
	** Signature of Reporting Person	Date
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FAQ

What did BP SPAC Sponsor II LLC report in its latest Form 4 for APAC?

BP SPAC Sponsor II LLC reported a transaction involving 100,000 Class B Ordinary Shares of StoneBridge Acquisition II Corp. (APAC) on February 5, 2026. These shares were granted to four independent directors as equity compensation for their board and committee service.

How many APAC Class B Ordinary Shares does the sponsor hold after this Form 4?

After the reported transaction, BP SPAC Sponsor II LLC indirectly holds 991,667 Class B Ordinary Shares of StoneBridge Acquisition II Corp. These shares reflect the Sponsor’s remaining position following the transfer of 100,000 Class B shares to four independent board members.

Who received the 100,000 Class B shares reported in the APAC Form 4?

Four independent members of StoneBridge Acquisition II Corp.’s board received an equity grant of 100,000 Class B Ordinary Shares in total. The shares were transferred by and from StoneBridge Acquisition Sponsor II LLC as compensation for their board and committee service.

How will APAC’s Class B Ordinary Shares reported in this filing convert?

The Class B Ordinary Shares reported in this filing will automatically convert into Class A Ordinary Shares at the time of StoneBridge Acquisition II Corp.’s initial business combination. The conversion is on a one-for-one basis, subject to adjustments, and the Class B shares have no expiration date.

Who has voting and investment discretion over the APAC Class B shares held by the sponsor?

Voting and investment discretion over the Class B Ordinary Shares held by StoneBridge Acquisition Sponsor II LLC is exercised by Bhargav Marepally and Prabhu Antony. Each disclaims beneficial ownership of the reported shares except to the extent of any pecuniary interest, directly or indirectly.

What role does BP SPAC Sponsor II LLC have in relation to APAC?

BP SPAC Sponsor II LLC is reported as a 10% owner of StoneBridge Acquisition II Corp. (APAC). It directly holds the Class B Ordinary Shares referenced in the Form 4, with the reporting relationship reflecting its significant ownership stake through the sponsor structure.