10-Q/A

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

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

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number: 001-40183

SANDBRIDGE X2 CORP

(Exact name of registrant as specified in its charter)


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)

(212) 292-7870

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 5, 2021, there were 23,817,701 shares of Class A common stock, $0.0001 par value, and 5,954,425 shares of Class B common stock, $0.0001 par value, issued and outstanding.


	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheet as of September 30, 2021 (Unaudited)		1
Condensed Statements of Operations for the Three Months Ended September 30, 2021 and for the Period from January 15, 2021 (Inception) Through September 30, 2021 (Unaudited)		2
Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended September 30, 2021 and for the Period from January 15, 2021 (Inception) Through September 30, 2021 (Unaudited)		3
Condensed Statement of Cash Flows for the Period from January 15, 2021 (Inception) Through September 30, 2021 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		24
Item 4. Controls and Procedures		24
Part II. Other Information
Item 1. Legal Proceedings		26
Item 1A. Risk Factors		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		27
Item 6. Exhibits		27
Part III. Signatures		28


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 common stock		23,817,701			18,720,528

Basic and diluted net income (loss) per share, Class A common stock	$	0.08			(0.04	)

Weighted average shares outstanding of Class B common stock		5,954,425			5,857,551

Basic and diluted net income (loss) per share, Class B 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 of Class B common stock to Sponsor		—		—		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 as restated, see Note 10		—		—		5,954,425			595			—			(15,011,464	)		(15,010,869	)
Net loss		—		—		—			—			—			(5,069,599	)		(5,069,599	)

Balance , June 30, 202 1 as restated, see Note 10		—		—		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:
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 September 30, 2021				For the period from January 15, 2021 (inception) through 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		18,720,528			5,857,551
Basic and diluted net loss per share of common stock	$	0.08	$	0.08	$	(0.04	)	$	(0.04	)


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 June 30, 2021 (unaudited)
	As Previously Reported			Adjustment			As Restated
Balance Sheet
Common stock subject to possible redemption	$	213,096,538		$	25,080,472		$	238,177,010
Stockholders’ equity (deficit)
Class A common stock—$0.0001 par value		252			(252	)		—
Class B common stock—$0.0001 par value		595			—			595
Additional paid-in capital		8,290,278			(8,290,278	)		—
Accumulated deficit		(3,291,121	)		(16,789,942	)		(20,081,063	)
Total S tockholders’ equity (deficit)	$	5,000,004		$	(25,080,472	)	$	(20,080,468	)


	Three Months Ended June 30, 2021 (unaudited)
	As Previously Reported			Adjustment			As Restated
Statement of Operations
Weighted average shares outstanding of Class A common stock, basic and diluted		23,817,701			—			23,817,701
Weighted average shares outstanding of Class B common stock, basic and diluted		5,954,425			—			5,954,425
Basic and diluted net income (loss) per share, Class A common stock	$	0.00		$	(0.17	)	$	(0.17	)
Basic and diluted net income (loss) per share, Class B common stock	$	(0.85	)	$	0.68		$	(0.17	)


	Period from January 15, 2021 (inception) through June 30, 2021 (unaudited)
	As Previously Reported		Adjustment			As Restated
Statement of Cash Flows
Non-cash investing and financing activities
Initial classification of Class A common stock subject to redemption		218,166,133		(218,166,133	)		—
Change in value of Class A common stock subject to redemption		5,069,595		(5,069,595	)		—


	As of March 31, 2021 (unaudited)
	As Previously Reported		Adjustment			As Restated
Balance Sheet
Common stock subject to possible redemption	$	218,166,133	$	20,010,877		$	238,177,010
Stockholders’ equity (deficit)
Class A common stock - $0.0001 par value		201		(201	)		—
Class B common stock - $0.0001 par value		595		—			595
Additional paid-in capital		3,220,734		(3,220,734	)		—
Retained earnings (Accumulated deficit)		1,778,478		(16,789,942	)		(15,011,464	)

Total Stockholders’ equity (deficit)	$	5,000,008	$	(20,010,877	)	$	(15,010,869	)

SEC Form 10-Q/A filed by Sandbridge X2 Corp. (Amendment)