StoneBridge Acquisition II (APAC) sponsor grants 100K Class B shares to board

Rhea-AI Filing Summary

StoneBridge Acquisition Sponsor II LLC, a 10% owner of StoneBridge Acquisition II Corp, reported an equity grant effective February 5, 2026. The sponsor transferred 100,000 Class B Ordinary Shares to four independent board members as compensation for their board and committee service.

These Class B shares automatically convert into Class A Ordinary Shares on a one-for-one basis at the time of the company’s initial business combination and have no expiration date. After this grant, the sponsor reports beneficial ownership of 991,667 Class B Ordinary Shares, held directly.

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^*

StoneBridge Acquisition 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)	D

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 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.

2. 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.

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

What insider transaction did StoneBridge Acquisition Sponsor II LLC report for APAC?

StoneBridge Acquisition Sponsor II LLC reported transferring 100,000 Class B Ordinary Shares of StoneBridge Acquisition II Corp (APAC) to four independent board members as equity compensation, effective February 5, 2026, while retaining 991,667 Class B shares directly.

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

Four independent members of the StoneBridge Acquisition II Corp board received an aggregate 100,000 Class B Ordinary Shares. The shares were transferred by StoneBridge Acquisition Sponsor II LLC as compensation for their services on the board and its committees.

How do APAC Class B Ordinary Shares convert into Class A shares?

APAC’s Class B Ordinary Shares 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 the Class B shares have no expiration date.

What is StoneBridge Acquisition Sponsor II LLC’s ownership after the reported APAC transaction?

Following the reported transaction, StoneBridge Acquisition Sponsor II LLC beneficially owns 991,667 Class B Ordinary Shares of StoneBridge Acquisition II Corp. These shares are held directly by the sponsor entity as reported in the Form 4 filing data.

Was any price paid for the 100,000 APAC Class B shares reported on Form 4?

The Form 4 lists the transaction code as A (acquisition) with a reported transaction price per share of $0.0000, indicating the 100,000 Class B Ordinary Shares were granted as equity compensation rather than purchased for cash.

Who controls voting and investment decisions for the APAC Class B shares held by the sponsor?

The shares are directly held by StoneBridge Acquisition Sponsor II LLC. BP SPAC Sponsor II LLC is its sole managing member, and Bhargav Marepally and Prabhu Antony have voting and investment discretion through that structure, while disclaiming beneficial ownership beyond any pecuniary interest.