Sponsor grants 100,000 Class B shares to StoneBridge (APAC) directors

Rhea-AI Filing Summary

StoneBridge Acquisition II Corp reported an insider filing for Bhargava Marepally, its Chief Executive Officer, director, and 10% owner. On February 5, 2026, the board approved an equity grant of 100,000 Class B Ordinary Shares to four independent directors, transferred from StoneBridge Acquisition Sponsor II LLC.

These Class B shares will automatically convert into 100,000 Class A Ordinary Shares on a one-for-one basis at the time of the company’s initial business combination. After this activity, 991,667 Class B Ordinary Shares are held by the sponsor, over which Marepally may be deemed to share beneficial ownership through his role in the sponsor’s managing member, while he disclaims beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Marepally Bhargava

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class B Ordinary Shares	100,000	$0.00	--

Holdings After Transaction: Class B Ordinary Shares — 991,667 shares (Indirect, See footnote)

Footnotes (1)

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. The shares were, and are, as applicable, directly held by the Sponsor. The reporting person is a member of BP SPAC Sponsor II LLC, the sole managing member of the Sponsor. As such, the reporting person has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Marepally Bhargava

(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)

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

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 a member of BP SPAC Sponsor II LLC, the sole managing member of the Sponsor. As such, the reporting person has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Bhargava Marepally	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did APAC report on February 5, 2026?

StoneBridge Acquisition II Corp (APAC) reported a board-approved equity grant of 100,000 Class B Ordinary Shares to four independent directors. The shares were transferred from StoneBridge Acquisition Sponsor II LLC as compensation for board and committee service and will later convert into Class A shares.

How many sponsor-held Class B shares are reported in APAC’s Form 4?

The Form 4 reports 991,667 Class B Ordinary Shares held by StoneBridge Acquisition Sponsor II LLC. Bhargava Marepally may be deemed to share beneficial ownership through his role in the sponsor’s managing member but disclaims ownership beyond any pecuniary interest he may have.

Who received the 100,000 Class B Ordinary Shares mentioned in APAC’s filing?

Four independent members of the StoneBridge Acquisition II Corp (APAC) board received 100,000 Class B Ordinary Shares in total. The grant compensates them for service on the board and its committees, with the shares transferred from the company’s sponsor, StoneBridge Acquisition Sponsor II LLC.

How will APAC’s Class B Ordinary Shares convert into Class A shares?

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

What is Bhargava Marepally’s relationship to APAC and its sponsor shares?

Bhargava Marepally is APAC’s Chief Executive Officer, director, and a 10% owner. He is a member of BP SPAC Sponsor II LLC, the sole managing member of the sponsor, and may be deemed to share beneficial ownership of sponsor-held shares while disclaiming ownership beyond any pecuniary interest.

Were the 100,000 Class B shares in APAC’s Form 4 issued by the company or the sponsor?

The 100,000 Class B Ordinary Shares were transferred by and from StoneBridge Acquisition Sponsor II LLC, not newly issued by the company. They were approved as an equity grant by the board and allocated to four independent directors as compensation for their board and committee roles.