02/06/2026 | Press release | Distributed by Public on 02/06/2026 18:47
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Marepally Bhargava ONE WORLD TRADE CENTER, SUITE 8500 NEW YORK, NY 10007 |
X | X | Chief Executive Officer | |
| /s/ Bhargava Marepally | 02/06/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |