09/29/2025 | Press release | Distributed by Public on 09/29/2025 19:47
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Ordinary Shares | (1) | (1) | Class A Ordinary Shares | 1,091,667(2)(3) | (1) | I | (2)(3) See Footnotes |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Marepally Bhargava ONE WORLD TRADE CENTER, SUITE 8500 NEW YORK,, NY 10007 |
X | Chief Executive Officer |
/s/ Bhargava Marepally | 09/29/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | As described in the issuer's registration statement on Form S-1 (No. 333-286983) under the heading "Description of Securities - Ordinary Shares - Founder Shares", 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) | These shares represent the Class B Ordinary Shares held by StoneBridge Acquisition Sponsor II LLC (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B ordinary shares owned by the Sponsor includes up to 250,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise their over-allotment option in full as described in the issuer's registration statement. |
(3) | The reporting person is a member of BP SPAC Sponsor II LLC, a Texas limited liability Company, the 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 and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |