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EX-1.1 - EXHIBIT 1.1 - Sandbridge X2 Corp | nt10019580x3_ex1-1.htm |
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
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6770
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86-1544667
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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725 5th Ave, 23rd Floor
New York, NY 10022
(212) 292-7870
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ken Suslow, Chief Executive Officer
Sandbridge X2 Corp.
725 5th Ave, 23rd Floor
New York, NY 10022
(212) 292-7870
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Paul D. Tropp, Esq.
Emily J. Oldshue, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
(212) 596-9000
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Frank Lopez, Esq.
Jonathan Ko, Esq.
Paul Hastings LLP
200 Park Avenue
New York, NY 10166
(212) 318-6800
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
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.
Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Security Being Registered
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Amount Being
Registered
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Proposed
Maximum
Offering Price per
Security(1)
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Proposed
Maximum
Aggregate Offering
Price(1)
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Amount of
Registration Fee
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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(2)
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23,000,000 Units
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$10.00
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$230,000,000
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$25,093
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Shares of Class A common stock included as part of the Units(3)
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23,000,000 Shares
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—
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—
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—
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(4) |
Redeemable warrants included as part of the Units(3)
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7,666,667 Warrants
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—
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—
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—
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(4) |
Class A common stock underlying redeemable warrants(3)
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7,666,667 Shares
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$11.50
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$88,166,671
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$9,619
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Total
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$318,166,671
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$34,712(5)
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(1)
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Estimated solely for the purpose of calculating the registration fee.
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(2)
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Includes 3,000,000 units, consisting of 3,000,000 shares of Class A common stock and 1,000,000 redeemable warrants, that may be issued upon exercise of a 45-day option granted to the underwriters to cover
over-allotments, if any.
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(3)
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Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(4)
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No fee pursuant to Rule 457(g).
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(5)
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Previously paid.
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The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Sandbridge X2 Corp. is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-253203) to file exhibits to the Registration Statement as indicated in Item 16 in the index to exhibits. Accordingly, this Amendment
consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has
therefore been omitted.
Item 16.
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Exhibits and Financial Statement Schedules.
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(a) Exhibits. The following exhibits are filed as part of this registration statement:
Exhibit
No.
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Description
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Form of Underwriting Agreement
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Certificate of Incorporation
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Form of Amended and Restated Certificate of Incorporation
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Bylaws
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Specimen Unit Certificate
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Specimen Class A Common Stock Certificate
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Specimen Warrant Certificate (included in Exhibit 4.4)
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Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
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Opinion of Ropes & Gray LLP
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Form of Letter Agreement among the Registrant, Sandbridge X2 Holdings LLC and each of the initial stockholders of the Registrant and the other signatories thereto
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Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant
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Founder Shares Subscription Agreement, dated January 25, 2021, between the Registrant and Sandbridge X2 Holdings LLC
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Form of Warrant Purchase Agreement between the Registrant and certain security holders
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Form of Registration and Stockholder Rights Agreement between the Registrant and certain securityholders
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Form of Indemnification Agreement
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Promissory Note issued in favor of Sandbridge X2 Holdings LLC, dated January 25, 2021
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Form of Administrative Services Agreement
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Consent of WithumSmith+Brown, PC
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Consent of Ropes & Gray LLP (included in Exhibit 5.1)
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Consent of Domenico De Sole, Director Nominee
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Consent of Jamie Weinstein, Director Nominee
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Consent of Ramez Toubassy, Director Nominee
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*
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Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 25th day of
February, 2021.
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SANDBRIDGE X2 CORP.
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By:
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/s/ Ken Suslow
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Name: Ken Suslow
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Title: Chief Executive Officer
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Signature
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Title
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Date
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/s/ Ken Suslow
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Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
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February 25, 2021
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Ken Suslow
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/s/ Richard Henry
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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February 25, 2021
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Richard Henry
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