SANDBRIDGE X2 CORP. Item 1.01 Entry into a Material Definitive Agreement.
On
On
A copy of the Amendment to the Investment Trust Management Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
On
On
A copy of the Second Amended and Restated Certificate of Incorporation is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth in Items 1.01 and 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
At the Company's special meeting of stockholders held on
1. Charter Amendment Proposal
Votes For Votes Against Abstentions 22,687,645 0 0
Accordingly, the Charter Amendment Proposal was approved.
2. Trust Amendment Proposal
Votes For Votes Against Abstentions 22,687,645 0 0
Accordingly, the Trust Amendment Proposal was approved.
In connection with the approval and adoption of the Second Amended and Restated
Certificate of Incorporation, the holders of 21,611,237 outstanding Class A
common stock, par value
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Item 8.01 Other Events.
The information set forth in Items 1.01, 3.03 and 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Due to the Company's inability to consummate an initial business combination by
the Amended Termination Date, the Company intends to redeem all Public Shares
not elected to participate in the Voluntary Redemption substantially
concurrently with the Voluntary Redemption (all such redemptions together, the
"Post-Amendment Share Redemption"), at a per-share redemption price of
approximately
Following the completion of the Post-Amendment Share Redemption, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount. The Company's initial stockholders have waived their redemption rights with respect to its outstanding shares of Class B common stock issued prior to the Company's initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless.
The Company expects that NYSE will file a Form 25 with the
On
The information contained in this Item 8.01 and the accompanying Exhibit 99.1
are furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended, nor shall they be deemed incorporated by reference in any
filing with the
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, that are not historical facts, including with respect to the
Company's anticipated redemption, liquidation and dissolution, and involve risks
and uncertainties that could cause actual results to differ materially from
those expected and projected. Words such as "expect," "believe," "anticipate,"
"intend," "estimate," "seek," "future," "project," "anticipate" and variations
and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future
performance, but reflect management's current beliefs, based on information
currently available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results
discussed in the forward-looking statements. For information identifying
important factors and risks that could cause actual results to differ materially
from those anticipated in the forward-looking statements, please refer to the
Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other
documents filed with the
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description
3.1 Second Amended and Restated Certificate of Incorporation 10.1 Amendment to Investment Management Trust Agreement 99.1 Press Release, datedNovember 29, 2022 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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