Attached files
| file | filename |
|---|---|
| EX-10.6 - EXHIBIT 10.6 - Sandbridge X2 Corp | nt10019580x9_ex10-6.htm |
| EX-10.5 - EXHIBIT 10.5 - Sandbridge X2 Corp | nt10019580x9_ex10-5.htm |
| EX-10.4 - EXHIBIT 10.4 - Sandbridge X2 Corp | nt10019580x9_ex10-4.htm |
| EX-10.3 - EXHIBIT 10.3 - Sandbridge X2 Corp | nt10019580x9_ex10-3.htm |
| EX-10.2 - EXHIBIT 10.2 - Sandbridge X2 Corp | nt10019580x9_ex10-2.htm |
| EX-10.1 - EXHIBIT 10.1 - Sandbridge X2 Corp | nt10019580x9_ex10-1.htm |
| EX-4.1 - EXHIBIT 4.1 - Sandbridge X2 Corp | nt10019580x9_ex4-1.htm |
| EX-3.1 - EXHIBIT 3.1 - Sandbridge X2 Corp | nt10019580x9_ex3-1.htm |
| EX-1.1 - EXHIBIT 1.1 - Sandbridge X2 Corp | nt10019580x9_ex1-1.htm |
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)
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Delaware
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001-40183
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86-2050942
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number) |
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725 5th Ave, 23rd Floor
New York, NY
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10022
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 292-7870
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
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SBII.U
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New York Stock Exchange
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Shares of Class A common stock included as part of the units
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SBII
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New York Stock Exchange
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Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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SBII WS
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New York Stock Exchange
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Class A common stock underlying redeemable warrants
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N/A
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 9, 2021, the Registration Statements on Form S-1 (File No. 333-253203) and Form S-1MEF (File No. 333-254069) (collectively, the “Registration Statement”) filed with the Securities and Exchange Commission
relating to the initial public offering (the “IPO”) of Sandbridge X2 Corp. (the “Company”) became effective. On March 12, 2021, the Company consummated the IPO of 23,817,701 units (the “Units”), including 1,817,701 Units sold pursuant to the partial
exercise of the underwriters’ option to purchase additional Units to cover overallotments. Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), and one-third of one redeemable warrant (the
“Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit,
generating gross proceeds of $238,177,010 (before underwriting discounts and commissions and offering expenses). In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the
Registration Statement:
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an 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, which contains customary representations and warranties
by the Company, conditions to closing and indemnification obligations of the Company and the underwriters;
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a Warrant Purchase Agreement, dated March 9, 2021, between the Company and Sandbridge X2 Holdings LLC (the “Sponsor”), pursuant to which the Sponsor purchased 4,509,027 private placement warrants, each exercisable to purchase one share of
Class A Common Stock at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant (the “Private Placement Warrants”);
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a Warrant Agreement, dated March 9, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for
exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant
agent by the Company under the agreement;
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an Investment Management Trust Agreement, dated March 9, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain
of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company
under the agreement;
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a Registration and Stockholder Rights Agreement, dated March 9, 2021, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto, which provides for customary demand and piggy-back registration rights for
the Holders;
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a Letter Agreement, dated March 9, 2021, among the Company, the Sponsor, certain investors in the Sponsor and each of the initial stockholders, directors and officers of the Company, pursuant to which the Sponsor, certain investors in the
Sponsor and each of the directors, officers and other initial stockholders of the Company have agreed to vote any shares of Class A Common Stock held by him, her or it in favor of the Company’s initial business combination; to facilitate the
liquidation and winding up of the Company if an initial business combination is not consummated within 24 months or such longer period as is approved by the Company’s stockholders; to certain transfer restrictions with respect to the
Company’s securities; and, as to the Sponsor, certain indemnification obligations;
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an Administrative Services Agreement, dated March 9, 2021, by and between the Company and Sandbridge Capital, LLC, pursuant to which Sandbridge Capital, LLC (“Sandbridge”) has agreed to make available office space and certain
administrative and support services, as may be required by the Company from time to time, for $10,000 per month until the Company’s initial business combination or liquidation; and
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Indemnification Agreements, each dated March 9, 2021, between the Company and each of the officers and directors of the Company, pursuant to which the Company has agreed to indemnify each officer and director of the Company against certain
claims that may arise in their roles as officers and directors of the Company.
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The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and attached hereto as Exhibits 1.1, 10.1, 4.1, 10.2,
10.3, 10.4, 10.5 and 10.6, respectively.
Item 3.02 Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 4,509,027 Private Placement Warrants at a price of $1.50 per Private Placement
Warrant, generating gross proceeds of $6,763,540.50 (the “Private Placement”). The Private Placement Warrants, which were purchased by the Sponsor, are identical to the Public Warrants, except that, if held by the Sponsor or its permitted
transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption under certain redemption scenarios (except in certain redemption scenarios when the price per share of Class A Common Stock
equals or exceeds $10.00 (as adjusted)), (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination and (iv) will be entitled to
registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company under all redemption scenarios and exercisable by holders
on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to, and are governed by, the Warrant Agreement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 9, 2021, in connection with the IPO, Domenico De Sole, Ramez Toubassy and Jamie Weinstein (the “New Directors” and, collectively with Ken Suslow, the “Directors”) were appointed to the
board of directors of the Company (the “Board”). Effective March 9, 2021, each of Messrs. De Sole and Toubassy was also appointed to the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, with Mr.
Toubassy serving as chair of each committee.
The member of the Sponsor that is affiliated with Pacific Investment Management Company LLC (the “PIMCO private fund”) and the member of the Sponsor that is affiliated with Sandbridge (the
“Sandbridge fund”) each have the right to designate one director for nomination to the Board. Mr. Suslow was appointed as the Sandbridge fund’s initial designee and Mr. Weinstein was appointed as the PIMCO private funds’ initial designee.
In February 2021, the Sponsor transferred 40,000 shares of the Company’s Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), to Mr. De Sole and 40,000 shares of Class B
Common Stock to Mr. Toubassy as compensation for their service as directors of the Company.
The Company will reimburse the Directors for reasonable out-of-pocket expenses related to identifying, investigating and completing an
initial business combination.
The disclosure in Item 1.01 above is incorporated in this Item 5.02.
Other than the foregoing, none of the Directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any Director party to any
transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03 Amendments to Certificate of Incorporation.
On March 9, 2021, the Company’s Amended and Restated Certificate of Incorporation became effective. The Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and the full text of such
exhibit is incorporated by reference herein.
Item 8.01 Other Events.
A total of $238,177,010 of the net proceeds from the IPO and the Private Placement (which includes the underwriters’ deferred discount of $8,336,195.35) was placed in a trust account, with Continental Stock Transfer
& Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations, the funds held in the trust account will not be
released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s Amended
and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the
Company not complete its initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption
of all of the Company’s public shares if the Company has not completed its initial business combination within 24 months from the closing of this offering or such longer period as may be approved by the Company’s stockholders.
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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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
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Amended and Restated Certificate of Incorporation
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Warrant Agreement, dated March 9, 2021, between Continental Stock Transfer & Trust Company and the Company
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Warrant Purchase Agreement, dated March 9, 2021, between the Company and Sandbridge X2 Holdings LLC
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Investment Management Trust Account Agreement, dated March 9, 2021, between Continental Stock Transfer & Trust Company and the Company
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Registration and Stockholder Rights Agreement, dated March 9, 2021, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto
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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
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Administrative Services Agreement, dated March 9, 2021, between the Company and Sandbridge Capital, LLC
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Form of Indemnification Agreement between the Company and each of the officers and directors of the Company
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 15, 2021
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SANDBRIDGE X2 CORP.
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By:
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/s/ Richard Henry | |
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Name:
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Richard Henry
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Title:
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Chief Financial Officer
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