UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR ~~Section~~ 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~November 24~~May 11, ~~2021~~2022

SANDBRIDGE X2 CORP

(Exact name of registrant as specified in its charter)

Delaware		001-40183		8685-~~1544667~~2050942
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

725 5^th Ave, 23^rd Floor

New York, NY

10022

(Address of principal executive offices)

(Zip Code)

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 of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one shareof Class A common stock, $0.0001 par value, and one-third of one redeemable warrant	SBII.U	New York Stock Exchange LLC
Units, each consisting of one shareof Class A common stock, $0.0001par value, and one-half of oneredeemable warrant	SBII.U	New York Stock Exchange LLC
Shares of Class A common stockincluded as part of the units	SBII	New York Stock Exchange LLC
Redeemable warrants included aspart of the units, each wholewarrant exercisable for one share ofClass A common stock at anexercise price of $11.50	SBII WS	New York Stock Exchange LLC
Redeemable warrants, included aspart of the units, each wholewarrant exercisable for one share ofClass A common stock at anexercise price of $11.50	SBII WS	New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 41.0201 ~~Non-Reliance~~Entry oninto ~~Previously~~a ~~Issued~~Material ~~Financial~~Definitive ~~Statement or Related Audit Report or Completed Interim Review~~Agreement.

InThe ~~connection~~disclosure ~~with~~contained ~~the~~in ~~preparation~~Item of its financial statements as of September 30, 2021, the management of Sandbridge X2 Corp (the “Company”) has reevaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable shares of Class A common stock, par value $02.~~0001~~03 ~~per~~is ~~share~~incorporated ~~(the~~by ~~“Public~~reference ~~Shares”), issued as part of the units sold~~ in ~~the~~this ~~Company’s~~Item ~~initial public offering (the “IPO”) on March 12, 2021~~1. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,00101. The Company’s management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination.

OnItem ~~November 24,~~2.03 ~~2021,~~Creation ~~the Company’s management concluded that it is appropriate to restate the Company’s previously issued audited balance sheet as~~ of ~~March 12,~~a ~~2021~~Direct asFinancial ~~previously~~Obligation ~~restated~~or inan ~~the~~Obligation ~~Company’s~~under ~~Quarterly~~an ~~Report on Form 10~~Off-~~Q filed~~Balance ~~with~~Sheet ~~the~~Arrangement ~~SEC on June 22, 2021 (the “Q1 Form 10-Q”); the Company’s unaudited quarterly financial statements as~~ of ~~and~~a for the three months ended March 31, 2021 included in the Q1 Form 10-Q, the Company’s unaudited quarterly financial statements as of and for the six months ended June 30, 2021 included in the Company’s quarterly report on Form 10-Q filed with the SEC on August 13, 2021, and the Company’s unaudited quarterly financial statements as of and for the nine months ended September 30, 2021 included in the Company’s quarterly report on Form 10-Q filed with the SEC on November 8, 2021 (the “Non-Reliance Affected Financial Statements”), in each case to report all Public Shares as temporary equityRegistrant.

~~Considering~~On ~~such~~May 11, ~~restatement~~2022, Sandbridge X2 Corp (the “Company”) issued an unsecured promissory note ~~Non-Reliance Affected~~(the ~~Financial~~“Note”) ~~Statements~~in ~~should~~the noprincipal ~~longer~~amount beof ~~relied~~up ~~upon~~to $1,500,000 to Sandbridge X2 Holdings LLC (the “Sponsor”). AsThe ~~such~~Company drew $500,000 under the Note on May 11, 2022. Additional borrowings under the Note are at the discretion of the Sponsor and its members. The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”). If the Company does not complete a Business Combination, the Note will ~~restate~~not be repaid and all amounts owed under it will be forgiven except to the extent that the Company has funds available to it outside of its ~~financial~~trust ~~statements~~account ~~for~~established in connection with its initial public offering. Upon the ~~periods~~consummation ~~affected~~of bya Business Combination, the ~~Non-Reliance Affected~~ ~~Financial~~Sponsor ~~Statements~~will inhave anthe ~~amended~~option, ~~Quarterly~~but ~~Report~~not onthe ~~Form 10-Q/A for~~obligation, to convert up to the ~~quarterly~~principal ~~period~~balance ~~ended~~of ~~September 30~~the Note into warrants of the Company, ~~2021~~at a price of $1.50 per warrant (the “~~Q3 Form 10-Q/A~~Warrants”). The terms of the Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s initial public offering. The Note is subject to customary events of default, as ~~described~~the ~~therein~~occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The ~~Company’s~~Note ~~management~~was ~~has~~issued ~~concluded~~pursuant ~~that~~to ~~in light of~~ the ~~classification~~exemption ~~error~~from ~~described~~registration ~~above,~~contained ~~a material weakness exists~~ in ~~the~~Section 4(a)(2) ~~Company’s~~of ~~internal control over financial reporting and that~~ the ~~Company’s~~Securities ~~disclosure~~Act ~~controls~~of ~~and~~1933, ~~procedures~~as ~~were not effective for the periods covered by the Non-Reliance Affected Financial Statements~~amended. ~~The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.~~

The ~~above~~Note ~~changes~~is ~~will~~attached ~~not~~as ~~have~~Exhibit ~~any~~10.1 ~~impact~~to this Current Report on ~~the~~Form 8-K and ~~Company’s~~is ~~cash~~incorporated ~~position~~herein ~~and~~by ~~cash~~reference. ~~held~~The disclosure set forth in ~~the~~this ~~trust~~Item ~~account~~2.03 ~~established~~is intended to be a summary only and is qualified in ~~connection~~its ~~with~~entirety by reference to the ~~IPO~~Note.

~~The Company’s management has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this~~ Item 49.0201. ~~with~~Financial ~~the~~Statements ~~Audit Committee of the Company’s board of directors~~ and ~~such matters have also been discussed with WithumSmith+Brown, PC, the Company’s independent registered accounting firm~~Exhibits.

~~SIGNATURE~~(d) Exhibits


Exhibit No.		Description

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

104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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: November 26, 2021


SANDBRIDGE X2 CORP

By:		/s/ Ken Suslow
Name:		Ken Suslow
Title:		Chief Executive Officer

SANDBRIDGE X2 CORP.
By:		/s/ Richard Henry
Name:		Richard Henry
Title:		Chief Financial Officer

Date: May 11, 2022

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