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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sandbridge X2 Corp | NYSE:SBII | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.10 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
86-1544667
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
725 5th Ave, 23rd Floor
New York, NY
|
10022
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and
one-third
of one redeemable warrant
|
SBII.U
|
New York Stock Exchange LLC
|
||
Shares of Class A common stock included as part of the units
|
SBII
|
New York Stock Exchange LLC
|
||
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
|
SBII WS
|
New York Stock Exchange LLC
|
||
Class A common stock underlying redeemable warrants
|
N/A
|
New York Stock Exchange LLC
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
|
|
Page
|
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1
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2
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3
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4
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5
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18
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|
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21
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|
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|
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21
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||||
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22
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|
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22
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|
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22
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|
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22
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22
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22
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23
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24
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ASSETS
|
||||
Current assets
|
||||
Cash
|
$ | 703,604 | ||
Prepaid expenses
|
499,496 | |||
|
|
|||
Total Current Assets
|
1,203,100 | |||
Investments held in Trust Account
|
238,183,585 | |||
|
|
|||
TOTAL ASSETS
|
$
|
239,386,685
|
|
|
|
|
|||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||
Liabilities:
|
||||
Current liabilities
|
||||
Accrued expenses
|
$ | 1,106,484 | ||
Accrued offering costs
|
2,211 | |||
|
|
|||
Total Current Liabilities
|
|
1,108,695
|
|
|
Warrant liability
|
9,585,161 | |||
Deferred underwriting fee payable
|
8,336,195 | |||
|
|
|||
Total Liabilities
|
|
19,030,051
|
|
|
|
|
|||
Commitments and Contingencies
|
||||
Class A common stock subject to possible redemption, 23,817,701 shares at $10.00 per share redemption value
|
238,177,010 | |||
Stockholders’ Deficit
|
||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
— | |||
Class A common stock, $0.0001 par value; 100,000,000
shares authorized (excluding 23,817,701 shares subject to possible
redemption) |
— | |||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,954,425 shares issued and outstanding
|
595 | |||
Additional
paid-in
capital
|
— | |||
Accumulated deficit
|
(17,820,971 | ) | ||
|
|
|||
Total Stockholders’ Deficit
|
|
(17,820,376
|
)
|
|
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
239,386,685
|
|
|
|
|
For the Three Months
Ended September 30, 2021 |
For the Period from
January 15, 2021 (Inception) through September 30, 2021 |
|||||||
Operating costs
|
$ | 1,228,486 | $ | 1,653,465 | ||||
|
|
|
|
|||||
Loss from operations
|
|
(1,228,486
|
)
|
|
(1,653,465
|
)
|
||
Other income (loss):
|
||||||||
Change in fair value of
warrant liability
|
3,485,513 | 995,861 | ||||||
Transaction costs allocated to warrant liability
|
— | (380,000 | ) | |||||
Interest earned on marketable securities held in Trust Account
|
— | 3,043 | ||||||
Dividend earned on marketable securities held in Trust Account
|
3,065 | 3,532 | ||||||
|
|
|
|
|||||
Other income, net
|
|
|
3,488,578
|
|
|
|
622,436
|
|
Income
(loss)
before provision for income taxes
|
2,260,092 | (1,031,029 | ) | |||||
Provision for income taxes
|
— | — | ||||||
|
|
|||||||
Net income (loss)
|
$
|
2,260,092
|
|
$
|
(1,031,029
|
)
|
||
|
|
|
|
|||||
Weighted average shares outstanding of Class A redeemable common stock
|
23,817,701 | 19,478,444 | ||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class A redeemable common stock
|
$ | 0.08 | (0.04 | ) | ||||
|
|
|
|
|||||
Weighted average shares outstanding of Class B
non-redeemable
common stock
|
5,954,425 | 5,871,969 | ||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per share, Class B
non-redeemable
common stock
|
$ | 0.08 | $ | (0.04 | ) | |||
|
|
|
|
|
|
Changes in Stockholder’ Deficit
|
|
|||||||||||||||||||||||||
|
|
Class A Common
Stock
|
|
|
Class B Common Stock
|
|
|
Additional
paid-in capital |
|
|
Accumulated
deficit |
|
|
Total
Stockholders’ deficit |
|
|||||||||||||
Balance, January 15, 2021 (inception)
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||||
Issuance
|
|
—
|
|
|
|
—
|
|
|
6,325,000
|
633
|
24,367
|
— |
25,000
|
|||||||||||||||
Excess consideration received for purchase of Private Placement warrants by Sponsor
|
|
—
|
|
|
|
—
|
|
|
— | — | 2,930,868 | — | 2,930,868 | |||||||||||||||
Forfeiture of Founder Shares
|
|
—
|
|
|
|
—
|
|
|
(370,575 |
)
|
(38 |
)
|
38 | — | — | |||||||||||||
Accretion of Class A common stock to redemption amount
|
|
|
|
|
|
—
|
|
|
— | (2,955,273 |
)
|
(16,789,942
|
)
|
(19,745,215 | ) | |||||||||||||
Net income
|
|
—
|
|
|
|
—
|
|
|
— | — | — | 1,778,478 | 1,778,478 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
,
March 31, 2021
|
|
—
|
|
|
|
—
|
|
|
|
5,954,425
|
|
595
|
|
—
|
|
(15,011,464
|
) |
(15,010,869
|
) | |||||||||
Net loss
|
|
—
|
|
|
|
—
|
|
|
— | — | — | (5,069,599 | ) | (5,069,599 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
,
June 30, 2021
|
|
—
|
|
|
|
—
|
|
|
|
5,954,425
|
|
595
|
|
—
|
|
(20,081,063
|
)
|
(20,080,468
|
) | |||||||||
Net income
|
|
—
|
|
|
|
—
|
|
|
— | — | — | 2,260,092 | 2,260,092 | |||||||||||||||
Balance
,
September 30, 2021
|
|
—
|
|
|
$
|
—
|
|
|
|
5,954,425
|
|
$
|
595
|
|
$
|
—
|
|
$
|
(17,820,971
|
)
|
$
|
(17,820,376
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$ | (1,031,029 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Interest earned on marketable securities held in Trust Account
|
(3,043 | ) | ||
Dividend earned on marketable securities held in Trust Account
|
(3,532 | ) | ||
Transaction costs allocated to warrant liability
|
380,000 | |||
Change in fair value of warrant liability
|
(995,861 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses and other current assets
|
(499,496 | ) | ||
Accrued expenses
|
1,106,484 | |||
|
|
|||
Net cash used in operating activities
|
|
(1,046,477
|
)
|
|
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(238,177,010 | ) | ||
|
|
|||
Net cash used in investing activities
|
|
(238,177,010
|
)
|
|
|
|
|||
Cash Flows from Financing Activities:
|
||||
Proceeds from issuance of Class B common stock to Sponsor
|
25,000 | |||
Proceeds from sale of Units
|
238,177,010 | |||
Proceeds from sale of Private Placement Warrants
|
6,763,540 | |||
Proceeds from promissory note—related party
|
250,000 | |||
Repayment of promissory note—related party
|
(250,000 | ) | ||
Payment of offering costs
|
(5,038,459 | ) | ||
|
|
|||
Net cash provided by financing activities
|
|
239,927,091
|
|
|
|
|
|||
Net Change in Cash
|
|
703,604
|
|
|
Cash—Beginning of period
|
— | |||
|
|
|||
Cash—End of period
|
$
|
703,604
|
|
|
|
|
|||
Non-Cash
investing and financing activities:
|
||||
Initial fair value of warrant liability associated with warrants
|
$ | 10,581,022 | ||
|
|
|||
Deferred underwriting fees
|
$ | 8,336,195 | ||
|
|
|||
Offering costs included in accrued expenses
|
$ | 2,211 | ||
Forfeiture of Founder Shares
|
|
$
|
38
|
|
Gross proceeds
|
|
$
|
238,177,010
|
|
Less:
|
|
|||
Allocation to Public Warrants
|
(6,748,349 | ) | ||
Class A common stock issuance costs
|
|
|
(12,996,866
|
)
|
Add:
|
|
|||
Accretion of carrying value to redemption value
|
|
|
19,745,215
|
|
Class A common stock subject to possible redemption at September 30, 2021
|
|
$
|
238,177,010
|
|
Three Months Ended
|
For the period from January 15,
2021 (inception)
through
|
|||||||||||||||
September 30, 2021
|
September 30, 2021
|
|||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net loss per share
of common stock
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net loss, as adjusted
|
$ | 1,808,074 | $ | 452,018 | $ | (792,210 | ) | $ | (238,819 | ) | ||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
23,817,701 | 5,954,425 | 19,478,444 | 5,871,969 | ||||||||||||
Basic and diluted net loss per share
of common stock
|
$ | 0.08 | $ | 0.08 | $ | (0.04 | ) | $ | (0.04 | ) |
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a
30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;
|
• |
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and
|
• |
if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description
|
Level
|
September 30,
2021 |
||||||
Assets:
|
||||||||
Investments held in Trust Account—U.S. Treasury Bill-backed Exchange Traded Funds
|
1 | $ | 238,183,585 | |||||
Liabilities:
|
||||||||
Warrant liability—Public warrants
|
3
|
$ | 6,113,210 | |||||
Warrant liability—Private Placement Warrants
|
3
|
$ | 3,471,951 |
|
|
At March 12,
2021 (Initial Measurement) |
|
|
At
September 30, 2021 |
|
||
Unit price
|
$ | 10.00 |
|
|
$
|
9.71
|
|
|
Strike price
|
$ | 11.50 |
|
|
$
|
11.50
|
|
|
Term (in years)
|
1.0 |
|
|
|
0.45
|
|
||
Volatility
|
13.5 |
%
|
|
|
13.4
|
%
|
||
Risk-free rate
|
1.08 |
%
|
|
|
1.05
|
%
|
||
Dividend yield
|
0.0 |
|
|
|
0.00
|
%
|
||
Fair value of warrants
|
$ | 0.85 |
|
|
$
|
0.77
|
|
Private
Placement |
Public
|
Warrant
Liabilities |
||||||||||
Fair value as of January 15, 2021
|
$ | — | $ | — | $ | — | ||||||
Initial measurement on March 12, 2021
|
3,832,673 | 6,748,349 | 10,581,022 | |||||||||
Change in fair value of warrant liability
|
901,805 | 1,587,847 | 2,489,652 | |||||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021
|
$ | 4,734,478 | $ | 8,336,196 | $ | 13,070,674 | ||||||
Change in fair value of warrant liability
|
(1,262,527 | ) | (2,222,986 | ) | (3,485,513 | ) | ||||||
|
|
|
|
|
|
|||||||
Fair value as of September 30, 2021
|
$ | 3,471,951 | $ | 6,113,210 | $ | 9,585,161 | ||||||
|
|
|
|
|
|
As of March 12, 2021
|
||||||||||||
As Previously
Determined
|
Revision
Adjustment |
As Revised
|
||||||||||
Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value
of $10 |
$ | 215,626,658 | $ | 22,550,352 | $ | 238,177,010 | ||||||
|
|
|
|
|
|
|||||||
Stockholders’ equity (deficit):
|
||||||||||||
Class A common stock—$0.0001 par value
|
226 | (226 | ) | — | ||||||||
Class B common stock—$0.0001 par value
|
595 | — | 595 | |||||||||
Additional
paid-in
capital
|
5,380,188 | (5,380,188 | ) | — | ||||||||
Accumulated deficit
|
(381,000 | ) | (17,169,938 | ) | (17,550,938 | ) | ||||||
|
|
|
|
|
|
|||||||
Total stockholders’ equity (deficit)
|
$ | 5,000,009 | $ | (22,550,352 | ) | $ | (17,550,343 | ) | ||||
|
|
|
|
|
|
|||||||
Shares subject to possible redemption
|
21,562,666 | 2,255,035 | 23,817,701 | |||||||||
|
|
|
|
|
|
* |
Filed herewith.
|
** |
Furnished herewith.
|
(1) |
Previously filed as an exhibit to our Current Report on Form
8-K
filed on March 15, 2021 and incorporated by reference herein.
|
SANDBRIDGE X2 CORP
|
||||||
Date: November 8, 2021 | By: | /s/ Ken Suslow | ||||
Name: | Ken Suslow | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: November 8, 2021 | By: | /s/ Richard Henry | ||||
Name: | Richard Henry | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |
1 Year Sandbridge X2 Chart |
1 Month Sandbridge X2 Chart |
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