SBII.WS / Sandbridge X2 Corp. Redeemable Warrants, each whole Warrant exercisable for one share of Class A Com - Документы SEC, Годовой отчет, Доверенное заявление

SBII / Sandbridge X2 Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) SANDBRIDGE X2 CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 799792106 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate

SBII / Sandbridge X2 Corp. / Magnetar Financial LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm234268d16sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 – Exit Filing)* SANDBRIDGE X2 CORP (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 799792106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the

LIMITED POWER OF ATTORNEY

EX-99.2 3 tm234268d16ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal

JOINT FILING AGREEMENT

EX-99.1 2 tm234268d16ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of SANDBRIDGE X2 CORP dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G 1 brhc100453311512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-40183 SANDBRIDGE X2 CORP (Exact name

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 13, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Sandbridge X2 Corp Amends Charter and Trust Agreement to Unwind Before Year-End and Announces November 29, 2022 as Amended Termination Date

Exhibit 99.1 Sandbridge X2 Corp Amends Charter and Trust Agreement to Unwind Before Year-End and Announces November 29, 2022 as Amended Termination Date NEW YORK, NY ? On November 29, 2022, Sandbridge X2 Corp (?Sandbridge? or ?the Company?) (NYSE: SBII.U and SBII) stockholders approved (i) an amendment to Sandbridge?s Amended and Restated Certificate of Incorporation (the ?Charter?) (and the Chart

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 29, 2022 SANDBRIDGE X2 CORP (Exact name of registrant as specified in its charter) Delaware 001-40183 86-1544667 (State or other jurisdiction of incorporation) (Commission Fi

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SANDBRIDGE X2 CORP November 29, 2022

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SANDBRIDGE X2 CORP November 29, 2022 SANDBRIDGE X2 CORP, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?SANDBRIDGE X2 CORP?. The original certificate of incorporation of the Corporation was filed with the Secre

AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of November 29, 2022, is made by and between Sandbridge X2 Corp, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?), and amends that certain Invest

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2022 SANDBRIDGE X2 CORP (Exact name of registrant as specified in its charter) Delaware 001-40183 86-1544667 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2022 SANDBRIDGE X2 CO

DEFA14A 1 brhc10044293defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2022 SANDBRIDGE X2 CORP (Exact name of registrant as specified in its charter) Delaware 001-40183 86-1544667 (State or other juri

Sandbridge X2 Corp to Hold Special Meeting of Stockholders to Obtain Stockholder Approval to Liquidate Trust Account Before Year-End

Exhibit 99.1 Sandbridge X2 Corp to Hold Special Meeting of Stockholders to Obtain Stockholder Approval to Liquidate Trust Account Before Year-End NEW YORK, NY ? November 16, 2022 ? Sandbridge X2 Corp (?Sandbridge? or ?the Company?) (NYSE: SBII.U and SBII), will be holding a Special Meeting of Stockholders on Tuesday, November 29, 2022 at 10:00 a.m. Eastern Time, at the offices of Ropes & Gray LLP

Sandbridge X2 Corp to Hold Special Meeting of Stockholders to Obtain Stockholder Approval to Liquidate Trust Account Before Year-End

Exhibit 99.1 Sandbridge X2 Corp to Hold Special Meeting of Stockholders to Obtain Stockholder Approval to Liquidate Trust Account Before Year-End NEW YORK, NY ? November 16, 2022 ? Sandbridge X2 Corp (?Sandbridge? or ?the Company?) (NYSE: SBII.U and SBII), will be holding a Special Meeting of Stockholders on Tuesday, November 29, 2022 at 10:00 a.m. Eastern Time, at the offices of Ropes & Gray LLP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 ny20005617x1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Onl

NYSE to Suspend Trading Immediately in Warrants of Sandbridge X2 Corp. (SBII WS) and Commence Delisting Proceedings

Exhibit 99.1 NYSE to Suspend Trading Immediately in Warrants of Sandbridge X2 Corp. (SBII WS) and Commence Delisting Proceedings NEW YORK, October 17, 2022 ? The New York Stock Exchange (?NYSE?, the ?Exchange?) announced today that the staff of NYSE Regulation has determined to commence proceedings to delist the warrants of Sandbridge X2 Corp. (the ?Company?), each whole warrant exercisable for on

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2022 SANDBRIDGE X2 CORP (Exact name of registrant as specified in its charter) Delaware 001-40183 86-1544667 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

SBII / Sandbridge X2 Corp. / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sandbridge X2 Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 799792106 (CUSIP Number) June 9, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Promissory Note dated May 11, 2022, made by and between Sandbridge X2 Corp and Sandbridge X2 Holdings LLC.

Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2022 SANDBRIDGE X2 CORP (Exact name of registrant as specified in its charter) Delaware 001-40183 85-2050942 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-401

Description of Registrant’s Securities.

Exhibit 4.4 DESCRIPTION OF SECURITIES The following descriptions of securities of Sandbridge X2 Corp (the ?company,? ?we? or ?us?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the company?s amended and restated certification, bylaws and the company?s warrant agreement with Continental Stock Transfer & Trust Company, as warrant age

SBII / Sandbridge X2 Corp. / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d315662dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SANDBRIDGE X2 CORP. (Name of Issuer) Class A Common Stock , par value $0.0001 per share (Title of Class of Securities) 799792106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statemen

SBII / Sandbridge X2 Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) SANDBRIDGE X2 CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 799792106 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate

SBII / Sandbridge X2 Corp. / Magnetar Financial LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sandbridge X2 Corp (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 799792106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 20

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2021 SANDBRIDGE X2 CORP (Exact name of registrant as specified in its charter) Delaware 001-40183 86-1544667 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SBII / Sandbridge X2 Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SANDBRIDGE X2 CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 799792106 (CUSIP Number) AUGUST 3, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 SANDBRIDGE X2 CORP. (Exact name of registrant as specified in its charter) Delaware 001-40183 86-1544667 (State or other jurisdiction of incorporation) (Commissio

Sandbridge X2 Corp. Receives Expected NYSE Notice Regarding Delayed Form 10-Q Filing

Exhibit 99.1 Sandbridge X2 Corp. Receives Expected NYSE Notice Regarding Delayed Form 10-Q Filing New York, June 1, 2021? Sandbridge X2 Corp. (NYSE: SBII.U) (the ?Company?) announced today that it has received a notice from the New York Stock Exchange (the ?NYSE?) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K For the Transition Period Ended: - Read Instruction (on back page) Before Preparing Form.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* SANDBRIDGE X2 CORP. (Name of Issuer) Class A Common Stock , par value $0.0001 per share (Title of Clas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SANDBRIDGE X2 CORP. (Name of Issuer) Class A Common Stock , par value $0.0001 per share (Title of Class of Securities) 799792106** (CUSIP Number) May 3, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

Financial Statements and Exhibits, Other Events

8-K 1 brhc100238008k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2021 SANDBRIDGE X2 CORP. (Exact name of registrant as specified in its charter) Delaware 001-40183 86-1544667 (State or other jurisdicti

Sandbridge X2 Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Redeemable Warrants Commencing April 30, 2021

Exhibit 99.1 Sandbridge X2 Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Redeemable Warrants Commencing April 30, 2021 New York, April 29, 2021 ? Sandbridge X2 Corp. (NYSE: SBII.U) (the ?Company?) announced that, commencing April 30, 2021, holders of the units sold in the Company?s initial public offering of 23,817,701 units may elect to separately trade the shares

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2021 SANDBRIDGE X2 CORP. (Exact name of registrant as specified in its charter) Delaware 001-40183 86-2050942 (State or other jurisdiction of incorporation or organi

INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Financial Statement for Sandbridge X2 Corp: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 12, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Sandbridge X2 Corp Opinion on the Financial Statement We have audited t

Investment Management Trust Account Agreement, dated March 9, 2021, between Continental Stock Transfer & Trust Company and the Company(1)

EX-10.2 6 nt10019580x9ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 9, 2021 by and between Sandbridge X2 Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’

Form of Indemnification Agreement between the Company and each of the officers and directors of the Company(1)

Exhibit 10.6 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made and entered into as of this 9th day of March, 2021, by and between Sandbridge X2 Corp., a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Company to at

Warrant Purchase Agreement, dated March 9, 2021, between the Company and Sandbridge X2 Holdings LLC(1)

EX-10.1 5 nt10019580x9ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of March 9, 2021, is entered into by and among Sandbridge X2 Corp., a Delaware corporation (the “Company”), and Sandbridge X2 Holdings LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Comp

Underwriting Agreement, dated March 9, 2021, among the Company and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters(1)

Exhibit 1.1 Sandbridge X2 Corp. 22,000,000 Units UNDERWRITING AGREEMENT New York, New York March 9, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representatives of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: Sandbridge X2 Corp., a Delaware

Letter Agreement, dated March 9, 2021, among the Company, the Sponsor, certain investors in the Sponsor and each of the directors, officers and other initial stockholders of the Company(1)

EX-10.4 8 nt10019580x9ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 March 9, 2021 Sandbridge X2 Corp. 725 5th Ave., 23rd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Sandbridge X2 Corp., a Delaware corporat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2021 SANDBRIDGE X2 CORP. (Exact name of registrant as specified in its charter) Delaware 001-40183 86-2050942 (State or other jurisdiction of incorporation or organiz

Administrative Services Agreement, dated March 9, 2021, between the Company and Sandbridge Capital, LLC(1)

Exhibit 10.5 SANDBRIDGE X2 CORP. 725 5th Ave., 23rd Floor New York, NY 10022 March 9, 2021 Sandbridge X2 Holdings LLC 725 5th Ave., 23rd Floor New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Sandbridge X2 Corp. (the ?Company?) and Sandbridge Capital, LLC (the ?Sandbridge?), dated as of the date hereof, will confirm our agreement t

Registration and Stockholder Rights Agreement, dated March 9, 2021, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto(1)

Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of March 9, 2021, is made and entered into by and among Sandbridge X2 Corp., a Delaware corporation (the ?Company?), Sandbridge X2 Holdings LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signatu

Amended and Restated Certificate of Incorporation(1)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF sANBRDIGE X2 Corp March 9, 2021 SANDBRIDGE X2 CORP, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?SANDBRDIGE X2 CORP?. The original certificate of incorporation of the Corporation was filed with the Secretary of Stat

Warrant Agreement, dated March 9, 2021, between Continental Stock Transfer & Trust Company and the Company(1)

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 9, 2021, is by and between Sandbridge X2 Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an init

$220,000,000 Sandbridge X2 Corp. 22,000,000 Units

424B4 1 nt10019580x7424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-253203 Registration No. 333-254069 PROSPECTUS $220,000,000 Sandbridge X2 Corp. 22,000,000 Units Sandbridge X2 Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar busi

- S-1MEF

As filed with the United States Securities and Exchange Commission on March 9, 2021.

- FORM 8-A12B

8-A12B 1 nt10019580x48a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SANDBRIDGE X2 CORP. (Exact name of registrant as specified in its charter) Delaware 86-1544667 (State or other jurisdiction of incorporation or organizati

- S-1/A

S-1/A 1 nt10019580x3s1a.htm S-1/A As filed with the United States Securities and Exchange Commission on February 25, 2021. Registration No. 333-253203 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sandbridge X2 Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1

Sandbridge X2 Corp. 20,000,000 Units UNDERWRITING AGREEMENT

Exhibit 1.1 Sandbridge X2 Corp. 20,000,000 Units UNDERWRITING AGREEMENT New York, New York , 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representatives of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: Sandbridge X2 Corp., a Delaware corpor

WARRANT AGREEMENT

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Sandbridge X2 Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an initial

PROMISSORY NOTE

Exhibit 10.7 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

[Signature Page to Insider Letter]

Exhibit 10.1 [?], 2021 Sandbridge X2 Corp. 725 5th Ave., 23rd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Sandbridge X2 Corp., a Delaware corporation (the ?Company?), and Citigroup Global Markets

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-253203), filed on February 17, 2021).

Exhibit 4.1 NUMBER U- UNITS CUSIP [?] SEE REVERSE FOR CERTAIN DEFINITIONS SANDBRDIGE X2 CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $

Consent to be Named as a Director Nominee

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Sandbridge X2 Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Sandbridge X2 Corp

Specimen Class A Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-253203), filed on February 17, 2021).

Exhibit 4.2 NUMBER SHARES C- CUSIP [?] SEE REVERSE FOR CERTAIN DEFINITIONS SANDBRIDGE X2 CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF SANDBRDIGE X2 CORPORATION (THE ?COMPANY?) transferable on the books of the Company in person o

Sandbridge X2 Corporation 725 5th Ave, 23rd Floor New York NY 10022

Exhibit 10.3 Sandbridge X2 Corporation 725 5th Ave, 23rd Floor New York NY 10022 January 25, 2021 Sandbridge X2 Holdings LLC 725 5th Ave, 23rd Floor New York NY 10022 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Sandbridge X2 Holdings LLC (the ?Subscriber? or ?you?) has made to purchase 5,750,000 shares of Class B common stock (the ?Shares?), $0.00

SANDBRIDGE X2 CORP. 725 5th Ave., 23rd Floor New York, NY 10022

Exhibit 10.8 SANDBRIDGE X2 CORP. 725 5th Ave., 23rd Floor New York, NY 10022 [?], 2021 Sandbridge X2 Holdings LLC 725 5th Ave., 23rd Floor New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Sandbridge X2 Corp. (the ?Company?) and Sandbridge Capital, LLC (the ?Sandbridge?), dated as of the date hereof, will confirm our agreement that,

Consent to be Named as a Director Nominee

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Sandbridge X2 Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Sandbridge X2 Corp

Consent to be Named as a Director Nominee

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Sandbridge X2 Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Sandbridge X2 Corp

Registration Statement - S-1

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on February 17, 2021.

CERTIFICATE OF INCORPORATION SANDBRIDGE X2 CORP January 15, 2021

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SANDBRIDGE X2 CORP January 15, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the ?Certificate?), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Sandbridge X2 Corp (the ?Corporation?). ARTICLE II PURP

INDEMNIFICATION AGREEMENT

Exhibit 10.6 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made and entered into as of this [?] day of [?], 2021, by and between Sandbridge X2 Corp., a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Company to attr

REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT

Exhibit 10.5 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Sandbridge X2 Corp., a Delaware corporation (the ?Company?), Sandbridge X2 Holdings LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature p

Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-253203), filed on February 17, 2021).

Exhibit 3.3 BYLAWS OF Sandbridge X2 Corp. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in Delaware. Se

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF sANBRDIGE X2 Corp. [●], 2021

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF sANBRDIGE X2 Corp. [?], 2021 Sandbridge X2 Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Sandbridge X2 Corp.?. The original certificate of incorporation of the Corporation was filed with the Secretary of State

WARRANT PURCHASE AGREEMENT

Exhibit 10.4 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this ?Agreement?), dated as of [?], 2021, is entered into by and among Sandbridge X2 Corp., a Delaware corporation (the ?Company?), and Sandbridge X2 Holdings LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consummate an initial public offeri

INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.2 10 nt10019580x2ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Sandbridge X2 Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s r

Consent to be Named as a Director Nominee

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Sandbridge X2 Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Sandbridge X

Sandbridge X2 Corporation 725 5th Ave, 23rd Floor New York NY 10022

Exhibit 10.3 Sandbridge X2 Corporation 725 5th Ave, 23rd Floor New York NY 10022 January 25, 2021 Sandbridge X2 Holdings LLC 725 5th Ave, 23rd Floor New York NY 10022 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Sandbridge X2 Holdings LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.00

-

DRS 1 filename1.htm TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on February 5, 2021 under the Securities Act of 1933, as amended. Registration No. 333-   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sandbridge X2 Corp. (Exact name of regi

BYLAWS SANDBRIDGE X2 CORP. (THE “CORPORATION”) ARTICLE I

Exhibit 3.3 BYLAWS OF SANDBRIDGE X2 CORP. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in Delaware. Se

Consent to be Named as a Director Nominee

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Sandbridge X2 Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Sandbridge X

PROMISSORY NOTE

Exhibit 10.7 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

CERTIFICATE OF INCORPORATION SANDBRIDGE X2 CORP January 15, 2021

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SANDBRIDGE X2 CORP January 15, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Sandbridge X2 Corp (the “Corporation”). ARTICLE II PURP