PRE 14A 1 ny20005617x1_pre14a.htm PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to Section 240.14a-12

SANDBRIDGE X2 CORP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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PRELIMINARY PROXY MATERIALS

SUBJECT TO COMPLETION

LETTER TO STOCKHOLDERS OF SANDBRIDGE X2 CORP

725 5^th Ave, 23^rd Floor

New York, NY, 10022

Dear Sandbridge X2 Corp Stockholder:

You are cordially invited to attend a special meeting of Sandbridge X2 Corp, a Delaware corporation (“Sandbridge,” “we,” “us,” “our,” or the “Company”), which will be held on , 2022, at , Eastern Time, at the offices of Ropes & Gray LLP located at 1211 Avenue of the Americas, New York, New York 10036, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Stockholder Meeting”). In light of public health concerns regarding COVID-19 attendees of the meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing. The venue currently requires attendees to provide proof of vaccination. If you plan on attending, please email info@sandbridgecap.com at least one day prior to the Stockholder Meeting.

The attached Notice of the Stockholder Meeting and proxy statement describe the business Sandbridge will conduct at the Stockholder Meeting and provide information about Sandbridge that you should consider when you vote your shares. As more fully described in the attached proxy statement, which is dated , 2022 and is first being mailed to stockholders on or about that date, the Stockholder Meeting will be held for the purpose of considering and voting on the following proposals:

Proposal No. 1 – Charter Amendment Proposal – To amend and restate the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) by adopting the Second Amended and Restated Certificate of Incorporation in the form set forth in Annex A of the accompanying proxy statement (the “Second Amended and Restated Certificate of Incorporation”) to change the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to as our initial business combination, from March 12, 2023 (the “Original Termination Date”) to December 15, 2022 or such earlier date as is determined by Sandbridge’s board of directors (the “Board”) in its sole discretion (the “Amended Termination Date”) (the “Charter Amendment Proposal”);

Proposal No. 2 – Trust Amendment Proposal – To amend the Investment Management Trust Agreement, dated March 9, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying proxy statement, to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering (the “IPO”) (the “Trust Account”) from (A) the earlier of Sandbridge’s completion of an initial business combination and the Original Termination Date to (B) the Amended Termination Date (the “Trust Amendment Proposal”); and

Proposal No. 3 – Adjournment Proposal – To approve the adjournment of the Stockholder Meeting from time to time (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and Class B common stock, par value $0.0001 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal, (y) if the Board determines before the Stockholder Meeting that it is not necessary or that it is no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal, or (z) if otherwise determined by the chairman of the Stockholder Meeting to be necessary or appropriate (the “Adjournment Proposal”).

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Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. Each of the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to permit the wind-up, liquidation and dissolution of the Company promptly following the Amended Termination Date so that the holders of the issued and outstanding Class A Common Stock issued in the IPO (the “Public Stockholders”) may elect to redeem all or a portion of their issued and outstanding Class A Common stock issued in the IPO (the “Public Shares”) in exchange for their pro rata portion of the funds held in the Trust Account without having to wait for approximately another 3 months for such capital to be returned, while continuing to earn minimal interest. All Public Shares will be redeemed substantially concurrently, whether or not Public Stockholders elect to redeem their Public Shares in connection with the approval of the Charter Amendment Proposal (the “Voluntary Redemption”). Sandbridge will redeem all Public Shares not elected to participate in the Voluntary Redemption in connection with its liquidation immediately following and substantially concurrent with such Voluntary Redemption (all such redemptions together, the “Post-Amendment Share Redemption”). Subject to the approval of the Board and Sandbridge’s remaining stockholders after completion of the Post-Amendment Share Redemption, Sandbridge will liquidate and dissolve as promptly as reasonably possible after completion of the Post-Amendment Share Redemption. Sandbridge also plans to voluntarily delist the Class A Common Stock and the units, each comprising of one share of Class A Common Stock and one-third of one redeemable warrant (the “Units”) from the New York Stock Exchange LLC (“NYSE”) as soon as practicable after completion of the Post-Amendment Share Redemption, subject to the rules of NYSE and the Second Amended and Restated Certificate of Incorporation.

The Certificate of Incorporation currently provides that Sandbridge has until the Original Termination Date to complete its initial business combination and, if Sandbridge does not complete an initial business combination by the Original Termination Date, it will (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish the rights of the Public Stockholders as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Sandbridge’s then remaining stockholders and the Board, liquidate and dissolve, subject in each case to Sandbridge’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If the Charter Amendment Proposal is approved, and because Sandbridge will not be able to complete an initial business combination by the Amended Termination Date, Sandbridge will (i) immediately after the Stockholder Meeting, cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not later than the earlier of ten business days after the Amended Termination Date and December 30, 2022, complete the Post-Amendment Share Redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares; and (iii) as promptly as reasonably possible following such Post-Amendment Share Redemption and subject to the approval of the Board and Sandbridge’s remaining stockholders after completion of the Post-Amendment Share Redemption, liquidate and dissolve, subject in each case to Sandbridge’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

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business combination within the time frame specified in the Certificate of Incorporation or (y) upon the date that is the later of the Original Termination Date and such later date as may be approved by Sandbridge’s stockholders in accordance with the Certificate of Incorporation, if the aforementioned termination letter has not been received by Continental prior to such date.

If the Trust Amendment Proposal is approved, Continental shall commence liquidation of the Trust Account promptly upon its receipt of the applicable instruction letter delivered by Sandbridge specifying the date for such liquidation, with such date to occur no earlier than the effectiveness of Sandbridge Second Amended and Restated Certificate of Incorporation and not later than the earlier of ten business days after the Amended Termination Date and December 30, 2022.

For further details about the reasons for the Charter Amendment Proposal and the Trust Amendment Proposal, see the sections titled “PROPOSAL NO. 1 – THE CHARTER AMENDMENT PROPOSAL,” “PROPOSAL NO. 2 – THE TRUST AMENDMENT PROPOSAL” and “PROPOSAL NO. 3 – THE ADJOURNMENT PROPOSAL,” respectively, of this proxy statement.

Sandbridge reserves the right to move to adjourn the Stockholder Meeting from time to time (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal, (y) if the Board determines before the Stockholder Meeting that it is not necessary or that it is no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal, or (z) if otherwise determined by the chairman of the Stockholder Meeting to be necessary or appropriate. In that event, at the Stockholder Meeting, Sandbridge will ask its stockholders to vote only upon the Adjournment Proposal and not on the Charter Amendment Proposal or the Trust Amendment Proposal.

Sandbridge may also postpone or cancel the Stockholder Meeting and not submit to stockholders or not implement the Charter Amendment Proposal and/or the Trust Amendment Proposal.

The Board has fixed the close of business on October 31, 2022 (the “Record Date”) as the record date for determining Sandbridge’s stockholders entitled to receive notice of, and vote at, the Stockholder Meeting and any adjournment thereof. Only holders of record of Common Stock on the Record Date are entitled to have their votes counted at the Stockholder Meeting or any adjournment thereof.

As described above, pursuant to the Certificate of Incorporation, a Public Stockholder may request that the Company redeem all or a portion of its Public Shares for cash if the Charter Amendment Proposal is approved and implemented. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote FOR the Charter Amendment Proposal. The Voluntary Redemption will occur substantially concurrently with Sandbridge’s redemption of all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption. On the Record Date, the redemption price per share was approximately $ (which is expected to be the same approximate amount two business days prior to the Stockholder Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $ as of the Record Date, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the total number of then outstanding Public Shares. The closing price of the Class A Common Stock on NYSE on the Record Date was $ . Accordingly, if the market price of the Class A Common Stock were to remain the same on the Amended Termination Date for a period of ten business days thereafter, Public Stockholders will receive approximately $ more per share than if the shares were sold in the open market prior to the originally planned liquidation date in March 2023. Sandbridge cannot assure stockholders that they will be able to sell their Class A Common Stock in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its shares when such stockholders wish to sell their shares.

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proxy at the Stockholder Meeting and entitled to vote thereon. The Adjournment Proposal will only be put forth for a vote (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal, (y) if the Board determines before the Stockholder Meeting that it is not necessary or that it is no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal, or (z) if otherwise determined by the chairman of the Stockholder Meeting to be necessary or appropriate.

After careful consideration of all relevant factors, including, but not limited to, the time value of money and the conclusion that it is very unlikely that Sandbridge would be able to complete a business combination before the Original Termination Date, the Board has determined that the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal are in the best interests of Sandbridge and its stockholders and recommends that you vote or give instruction to vote “FOR” each of the proposals.

Your vote is very important. Whether or not you plan to attend the Stockholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Stockholder Meeting. You can vote your shares by (i) completing and returning your proxy card, (ii) voting online at before the Stockholder Meeting, or (iii) voting in person at the Stockholder Meeting. Submitting a proxy or voting online now will NOT prevent you from being able to attend and vote during the Stockholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Stockholder Meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Stockholder Meeting and vote in person, you will need to obtain a legal proxy from your bank, broker or nominee authorizing you to vote these shares and email a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Stockholder Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Stockholder Meeting. If you fail to return your proxy card and do not vote in person, online or by proxy at the Stockholder Meeting, your shares (i) will not be counted for the purposes of determining whether a quorum is present at the Stockholder Meeting or whether the Adjournment Proposal (as the case may be) is approved by the requisite votes; and (ii) will have the effect of a vote “AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal at the Stockholder Meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS IN RESPECT TO THE VOLUNTARY REDEMPTION, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A COMMON STOCK BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO SANDBRIDGE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE STOCKHOLDER MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE SUCH REDEMPTION RIGHTS. IF THE CHARTER AMENDMENT PROPOSAL IS NOT APPROVED OR IMPLEMENTED, THEN THESE SHARES SHALL NOT BE REDEEMED AND SHALL BE RETURNED TO YOU OR YOUR ACCOUNT.

Enclosed is the Notice of Stockholder Meeting and accompanying proxy statement containing detailed information about the Stockholder Meeting, the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Stockholder Meeting, Sandbridge urges you to read this material carefully and vote your shares.

			By Order of the Board of Directors of SANDBRIDGE X2 CORP

			Ken Suslow Chairman of the Board of Directors and Chief Executive Officer

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SANDBRIDGE X2 CORP

725 5^th Ave, 23^rd Floor

New York, NY, 10022

NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS

OF SANDBRIDGE X2 CORP

TO BE HELD ON , 2022

To the Stockholders of Sandbridge X2 Corp:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Sandbridge X2 Corp, a Delaware corporation (“Sandbridge,” “we,” “us,” “our” or the “Company”), will be held on , 2022, at , Eastern Time, at the offices of Ropes & Gray LLP located at 1211 Avenue of the Americas, New York, New York 10036, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Stockholder Meeting”). In light of public health concerns regarding COVID-19, attendees of the meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing. The venue currently requires attendees to provide proof of vaccination. If you plan on attending, please email info@sandbridgecap.com at least one day prior to the Stockholder Meeting.

You are cordially invited to attend the Stockholder Meeting that will be held for the purpose of considering and voting on (i) a charter amendment proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) by adopting the Second Amended and Restated Certificate of Incorporation in the form set forth in Annex A of the accompanying proxy statement (the “Second Amended and Restated Certificate of Incorporation”) to change the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to as our initial business combination, from March 12, 2023 (the “Original Termination Date”) to December 15, 2022 or such earlier date as is determined by Sandbridge’s board of directors (the “Board”) in its sole discretion (the “Amended Termination Date”) (the “Charter Amendment Proposal”); (ii) a trust amendment proposal to amend the Investment Management Trust Agreement, dated March 9, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying proxy statement, to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering (the “IPO”) (the “Trust Account”) from (A) the earlier of Sandbridge’s completion of an initial business combination and the Original Termination Date to (B) the Amended Termination Date (the “Trust Amendment Proposal”); and (iii) an adjournment proposal to approve the adjournment of the Stockholder Meeting from time to time (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and Class B common stock, par value $0.0001 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal, (y) if the Board determines before the Stockholder Meeting that it is not necessary or is no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal, more fully described in the accompanying proxy statement, which is dated , 2022 and is first being mailed to stockholders on or about that date, or (z) if otherwise determined by the chairman of the Stockholder Meeting to be necessary or appropriate (the “Adjournment Proposal”).

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Proposal (the “Voluntary Redemption”). Sandbridge will redeem all Public Shares not elected to participate in the Voluntary Redemption in connection with its liquidation immediately following and substantially concurrent with such Voluntary Redemption (all such redemptions together, the “Post-Amendment Share Redemption”). Subject to the approval of the Board and Sandbridge’s remaining stockholders after completion of the Post-Amendment Share Redemption, Sandbridge will liquidate and dissolve as promptly as reasonably possible after completion of the Post-Amendment Share Redemption. Sandbridge also plans to voluntarily delist the Class A Common Stock and the units, each comprising of one share of Class A Common Stock and one-third of one redeemable warrant (the “Units”) from the New York Stock Exchange LLC (“NYSE”) as soon as practicable after completion of the Post-Amendment Share Redemption, subject to the rules of NYSE and the Second Amended and Restated Certificate of Incorporation.

The full text of the resolutions to be voted on is as follows:

Proposal No. 1 – the Charter Amendment Proposal

“RESOLVED that, conditional upon the Company having net tangible assets of at least US$5,000,001 after giving effect to any share redemptions in connection with this resolution pursuant to Article IX of the Certificate of Incorporation, the amendment and restatement of the Certificate of Incorporation in its entirety as set forth in the Second Amended and Restated Certificate of Incorporation attached as Annex A of the accompanying proxy statement is hereby approved.”

Proposal No. 2 – the Trust Amendment Proposal

“RESOLVED, that, conditional upon the effectiveness of the Second Amended and Restated Certificate of Incorporation of the Company, the amendment to the Investment Management Trust Agreement, dated March 9, 2021, by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee, in the form attached as Annex B of the accompanying proxy statement is hereby approved.”

Proposal No. 3 – the Adjournment Proposal

“RESOLVED, that the adjournment of the special meeting from time to time to a later time, date and place (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal, (y) if the Board determines before the Stockholder Meeting that it is not necessary or that it is no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal, or (z) if otherwise determined by the chairman of the Stockholder Meeting to be necessary or appropriate, is hereby approved.”

Notwithstanding the order in which the proposals are set out herein, the Company may put the proposals to the Stockholder Meeting in such order as it may determine.

Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Sandbridge reserves the right to move to adjourn the Stockholder Meeting from time to time (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal, (y) if the Board determines before the Stockholder Meeting that it is not necessary or that it is no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal, or (z) if otherwise determined by the chairman of the Stockholder Meeting to be necessary or appropriate. In those events, at the Stockholder Meeting, Sandbridge will ask its stockholders to vote only upon the Adjournment Proposal and not on the Charter Amendment Proposal or the Trust Amendment Proposal. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved at the Stockholder Meeting, the Adjournment Proposal will not be presented. After careful consideration of all relevant factors, including, but not limited to, the time value of money and the conclusion that it is very unlikely that Sandbridge would be able to complete a business combination before the Original Termination Date, the Board has determined that the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal are in the best interests of Sandbridge and its stockholders and recommends that you vote or give instruction to vote “FOR” each of the proposals.

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The approval of the Charter Amendment Proposal is a condition to its implementation. In addition, Sandbridge will not implement the Charter Amendment Proposal if Sandbridge will not have at least $5,000,001 of net tangible assets following approval of the Charter Amendment Proposal, after taking into account the Voluntary Redemption. Sandbridge cannot predict the amount that will remain in the Trust Account following the Voluntary Redemption if the Charter Amendment Proposal is approved and implemented, and the amount remaining in the Trust Account may be only a small fraction of the approximately $ that was in the Trust Account as of the Record Date, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less $100,000 of interest to pay dissolution expenses).

If the Charter Amendment Proposal is not approved or implemented, and a business combination is not completed on or before March 12, 2023, Sandbridge will: (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Sandbridge’s remaining stockholders after such redemption and the Board, liquidate and dissolve, subject in each case to Sandbridge’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

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WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE SUCH REDEMPTION RIGHTS. IF THE CHARTER AMENDMENT PROPOSAL IS NOT APPROVED OR IMPLEMENTED, THEN THESE SHARES SHALL NOT BE REDEEMED AND SHALL BE RETURNED TO YOU OR YOUR ACCOUNT.

The approval of the Adjournment Proposal under Delaware law requires the affirmative vote of at least a majority of the votes cast by the holders of the shares of Common Stock present in person or represented by proxy at the Stockholder Meeting and entitled to vote thereon. The Adjournment Proposal will only be put forth for a vote (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal, (y) if the Board determines before the Stockholder Meeting that it is not necessary or that it is no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal, or (z) if otherwise determined by the chairman of the Stockholder Meeting to be necessary or appropriate.

Record holders of Common Stock at the close of business on the Record Date are entitled to vote or have their votes cast at the Stockholder Meeting. On the Record Date, there were 23,817,701 issued and outstanding Class A Common Stock and 5,954,425 issued and outstanding Class B Common Stock. Voting on all resolutions at the Stockholder Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of shares registered in each stockholder’s name which are voted, with each Common Stock carrying one vote.

As of the date of the proxy statement, the Sponsor and our independent directors hold 19.9% of the issued and outstanding Common Stock and have not purchased any Public Shares, but may do so at any time. In addition to these shares, (i) approval of the Charter Amendment Proposal will require the affirmative vote of at least 13,427,457 Common Stock held by the Public Stockholders (or approximately 56.4% of the Class A Common Stock); (ii) approval of the Trust Amendment Proposal will require the affirmative vote of at least 13,427,457 Common Stock held by the Public Stockholders (or approximately 56.4% of the Class A Common Stock); and (iii) approval of the Adjournment Proposal will require the affirmative vote of at least 8,961,639 Common Stock held by the Public Stockholders (or approximately 37.6% of the Class A Common Stock) if all Common Stock are represented at the Stockholder Meeting and cast votes, and the affirmative vote of at least 1,518,608 Common Stock held by the Public Stockholders (or approximately 0.06% of the Class A Common Stock) if only such shares as are required to establish a quorum are represented at the Stockholder Meeting and cast votes.

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Enclosed is the proxy statement containing important information about the Stockholder Meeting, the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Stockholder Meeting, Sandbridge urges you to read this material carefully and vote your shares.

Sandbridge may also postpone or cancel the Stockholder Meeting and not submit to stockholders or not implement the Charter Amendment Proposal and/or the Trust Amendment Proposal.

If you have any questions or need assistance voting your Common Stock, please contact Okapi Partners LLC, Sandbridge’s proxy solicitor, by calling (855) 208-8902, or banks and brokers can call collect at (212) 297-0720, or by emailing info@okapipartners.com.

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This Notice of Stockholder Meeting and the accompanying proxy statement are dated , 2022 and are first being mailed to stockholders on or about that date.

			By Order of the Board of Directors of Sandbridge X2 Corp


			Ken Suslow Chairman of the Board of Directors and Chief Executive Officer

			, 2022

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SANDBRIDGE X2 CORP

725 5th Ave, 23rd Floor

New York, NY, 10022

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS

OF SANDBRIDGE X2 CORP

TO BE HELD ON , 2022

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the current views of Sandbridge X2 Corp with respect to, among other things, Sandbridge’s capital resources and results of operations. Statements regarding market conditions and results of operations also are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect Sandbridge’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Sandbridge does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•	Sandbridge being a company with no operating history and no revenue;

•	the possibility that we may be unable to obtain the requisite stockholder approval of the Charter Amendment Proposal and Trust Amendment Proposal;

•	Sandbridge’s ability to complete a business combination;

•	the market price and liquidity of the Class A Common Stock;

•	the lack of a market for our securities;

•	the per-share redemption price;

•	the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance; and

•	the timing of the Post-Amendment Share Redemption and Sandbridge’s liquidation, dissolution and delisting.

While forward-looking statements reflect Sandbridge’s good faith beliefs, they are not guarantees of future performance. Sandbridge disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Sandbridge’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” in Sandbridge’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2022 and in other reports filed by Sandbridge with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Sandbridge (or to third parties making the forward-looking statements).

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QUESTIONS AND ANSWERS ABOUT THE STOCKHOLDER MEETING

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Stockholder Meeting and the proposals to be presented at the Stockholder Meeting. The following questions and answers do not include all the information that is important to Sandbridge stockholders. Stockholders are urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposals to be presented at the Stockholder Meeting and the voting procedures for the Stockholder Meeting, which will be held on , 2022, at , Eastern Time. The Stockholder Meeting will be held at the offices of Ropes & Gray LLP located at 1211 Avenue of the Americas, New York, New York 10036, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. In light of public health concerns regarding COVID-19 attendees of the meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing. The venue currently requires attendees to provide proof of vaccination. If you plan on attending, please email info@sandbridgecap.com at least one day prior to the Stockholder Meeting.

Q:	Why am I receiving this proxy statement?

Sandbridge is a blank check company incorporated as a Delaware corporation on January 15, 2021. Sandbridge was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. Following the closing of the IPO on March 12, 2021, including the simultaneous partial exercise of the underwriters’ over-allotment option and the concurrent sales of private placement warrants to our Sponsor (the “Private Placement Warrants”), an amount of approximately $238,177,010 from the net proceeds of the sale of the Public Shares and the sale of Private Placement Warrants were placed in the Trust Account.

Like most blank check companies, the Certificate of Incorporation provides for the return of the IPO proceeds held in trust to the Public Stockholders if there is no qualifying business combination(s) consummated within 24 months after the date of the closing of the IPO (i.e., by the Original Termination Date).

The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to permit the wind-up, liquidation and dissolution of the Company promptly following the Amended Termination Date so that Public Stockholders may redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account without having to wait for approximately another 3 months for such capital to be returned, while continuing to earn minimal interest. The Post-Amendment Share Redemption will enable the redemption of all of the Public Shares before Sandbridge potentially becomes subject to certain excise taxes applicable to stock repurchases by U.S. public companies pursuant to the IRA. Subject to the approval of Sandbridge’s remaining stockholders after completion of the Post-Amendment Share Redemption and the Board, Sandbridge will liquidate and dissolve as promptly as reasonably possible after completion of the Post-Amendment Share Redemption. Sandbridge also plans to voluntarily delist the Class A Common Stock and the Units from the NYSE as soon as practicable after completion of the Post-Amendment Share Redemption, subject to the rules of NYSE and the Second Amended and Restated Certificate of Incorporation.

After careful consideration of all relevant factors, including, but not limited to, the time value of money and the conclusion that it is very unlikely that Sandbridge would be able to complete a business combination before the Original Termination Date, the Board has determined that the Charter Amendment Proposal and the Trust Amendment Proposal are in the best interests of Sandbridge and its stockholders. On this basis, Sandbridge believes that it is in the best interests of Sandbridge’s stockholders to amend and restate the Certificate of Incorporation and the Trust Agreement to permit an early wind-up, liquidation and dissolution of the Company.

Q:	When and where will the Stockholder Meeting be held?

A:	The Stockholder Meeting will be held on , 2022, at , Eastern Time, at the offices of Ropes & Gray LLP located at 1211 Avenue of the Americas, New York, New York 10036, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. In light of

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public health concerns regarding COVID-19 attendees of the meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing. The venue currently requires attendees to provide proof of vaccination. If you plan on attending, please email info@sandbridgecap.com at least one day prior to the Stockholder Meeting.

Q:	How do I vote?

If you were a holder of record of Class A Common Stock or Class B Common Stock on the close of business on October 31, 2022, the Record Date for the Stockholder Meeting, you may vote with respect to the proposals in person at the Stockholder Meeting, online at before the Stockholder Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail. By signing and dating the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individual(s) named on the proxy card to vote your shares at the Stockholder Meeting in the manner you indicate. You are encouraged to sign, date and return the proxy card even if you plan to attend the Stockholder Meeting so that your shares will be voted if you are ultimately unable to attend the Stockholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign, date and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by , Eastern Time, on , 2022, being 48 hours before the time appointed for the holding of the Stockholder Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Stockholder Meeting. If you fail to return your proxy card and do not vote in person or by proxy at the Stockholder Meeting, your shares (i) will not be counted for the purposes of determining whether a quorum is present at the Stockholder Meeting or whether the Adjournment Proposal (as the case may be) is approved by the requisite votes; and (ii) will have the effect of a vote “AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal at the Stockholder Meeting.

Voting in Person at the Meeting. If you attend the Stockholder Meeting and plan to vote in person, you will be provided with a ballot at the Stockholder Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to attend and vote in person at the Stockholder Meeting. If you hold your shares in “street name,” which means your shares are held of record by a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Stockholder Meeting and vote in person, you will need to bring to the Stockholder Meeting a legal proxy from your bank, broker or nominee authorizing you to vote these shares.

Voting Electronically. You may vote electronically via the Internet by accessing , in accordance with the instructions set forth on the enclosed proxy card. Votes submitted electronically via the Internet must be received by 11:59 p.m., Eastern Time, on , 2022, the day before the time appointed for the holding of the Stockholder Meeting (or, in the case of an adjournment, no later than 11:59 p.m., Eastern Time on the day prior to the appointed time for the holding of the adjourned meeting).

Q:	What are the specific proposals on which I am being asked to vote at the Stockholder Meeting?

A:	Sandbridge stockholders are being asked to consider and vote on the following proposals:

1. Proposal No. 1 – Charter Amendment Proposal – To amend and restate the Company’s Certificate of Incorporation by adopting the Second Amended and Restated Certificate of Incorporation in the form set forth in Annex A of this proxy statement to change the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to as our initial business combination, from the Original Termination Date to the Amended Termination Date;

2. Proposal No. 2 – Trust Amendment Proposal – To amend the Trust Agreement, pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of this proxy statement, to change

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the date on which Continental must commence liquidation of the Trust Account from (A) the earlier of Sandbridge’s completion of an initial business combination and the Original Termination Date to (B) the Amended Termination Date; and

3. Proposal No. 3 – Adjournment Proposal – To approve the adjournment of the Stockholder Meeting from time to time (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal, (y) if Sandbridge’s Board determines before the Stockholder Meeting that it is not necessary or that it is no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal, or (z) if otherwise determined by the chairman of the Stockholder Meeting to be necessary or appropriate.

Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. For more information, please see “PROPOSAL NO. 1 – THE CHARTER AMENDMENT PROPOSAL,” “PROPOSAL NO. 2 – THE TRUST AMENDMENT PROPOSAL” and “PROPOSAL NO. 3 – THE ADJOURNMENT PROPOSAL.”

After careful consideration, the Board has determined that the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal are in the best interests of Sandbridge and its stockholders and recommends that you vote or give instruction to vote “FOR” each of the proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Sandbridge and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the proposals. See the sections titled “PROPOSAL NO. 1 – THE CHARTER AMENDMENT PROPOSAL – Interests of the Sponsor and Sandbridge’s Officers and Directors,” “PROPOSAL NO. 2 – THE TRUST AMENDMENT PROPOSAL – Interests of the Sponsor and Sandbridge’s Officers and Directors,” and “BENEFICIAL OWNERSHIP OF SECURITIES” for a further discussion of these considerations.

THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

Q:	Are the proposals conditioned on one another?

Q:	Why is Sandbridge proposing the Charter Amendment Proposal and the Trust Amendment Proposal?

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the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Sandbridge’s then remaining stockholders and the Board, liquidate and dissolve, subject in each case to Sandbridge’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If the Charter Amendment Proposal is approved, and because Sandbridge will not be able to complete an initial business combination by the Amended Termination Date, Sandbridge will (i) immediately after the Stockholder Meeting, cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not later than the earlier of ten business days after the Amended Termination Date and December 30, 2022, complete the Post-Amendment Share Redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares; and (iii) as promptly as reasonably possible following such redemption and subject to the approval of the Board and Sandbridge’s remaining stockholders after completion of the Post-Amendment Share Redemption, liquidate and dissolve, subject in each case to Sandbridge’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Trust Agreement currently provides that Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by Sandbridge in connection with either a closing of an initial business combination or Sandbridge’s inability to effect an initial business combination within the time frame specified in the Certificate of Incorporation or (y) upon the date that is the later of the Original Termination Date and such later date as may be approved by Sandbridge’s stockholders in accordance with the Certificate of Incorporation, if the aforementioned termination letter has not been received by Continental prior to such date. If the Trust Amendment Proposal is approved, Continental shall commence liquidation of the Trust Account only and promptly upon its receipt of the applicable instruction letter delivered by Sandbridge specifying the date for such liquidation, with such date to occur no earlier than the effectiveness of Sandbridge’s Second Amended and Restated Certificate of Incorporation and no later than the earlier of ten business days after the Amended Termination Date and December 30, 2022.

The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to permit the wind-up, liquidation and dissolution of the Company promptly following the Amended Termination Date so that Public Stockholders may redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account without having to wait for approximately another 3 months for such capital to be returned, while continuing to earn minimal interest. The Post-Amendment Share Redemption will enable the redemption of all of the Public Shares before Sandbridge potentially becomes subject to certain excise taxes applicable to stock repurchases by U.S. public companies pursuant to the IRA. Subject to the approval of the Board and Sandbridge’s remaining stockholders after completion of the Post-Amendment Share Redemption, Sandbridge will liquidate and dissolve as promptly as reasonably possible after completion of the Post-Amendment Share Redemption. Sandbridge also plans to voluntarily delist the Class A Common Stock and the Units from the NYSE as soon as practicable after completion of the Post-Amendment Share Redemption, subject to the rules of NYSE and the Second Amended and Restated Certificate of Incorporation.

In the event the Charter Amendment Proposal and the Trust Amendment Proposal are not approved or implemented and Sandbridge is unable to complete a business combination on or before the Original Termination Date, Sandbridge will dissolve and liquidate in accordance with the Certificate of Incorporation.

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Q:	What constitutes a quorum?

A quorum of our stockholders is necessary to hold a valid meeting. The presence in person or by proxy, of one or more stockholders holding a majority of the issued and outstanding Common Stock entitled to vote at the Stockholder Meeting constitutes a quorum at the Stockholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The shares of the initial stockholders of Sandbridge, including the Sponsor, Domenico De Sole, Ramez Toubassy, Tommy Hilfiger, and Cynthia Isgrig (the “Sandbridge Initial Stockholders”), who own 19.9% of the issued and outstanding Common Stock as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Sandbridge Initial Stockholders, an additional 8,961,638 Common Stock held by the Public Stockholders would be required to be present at the Stockholder Meeting to achieve a quorum. Because all of the proposals to be voted on at the Stockholder Meeting are “non-discretionary” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so Sandbridge does not expect there to be any broker non-votes at the Stockholder Meeting. If a quorum is not present or represented by proxy at the Stockholder Meeting, or if during the Stockholder Meeting a quorum ceases to be present, the chairman of the meeting may adjourn the meeting in the manner provided in the Certificate of Incorporation until a quorum shall attend.

Q:	What vote is required to approve the proposals presented at the Stockholder Meeting?

A:	The approval of the Charter Amendment Proposal under the Certificate of Incorporation requires the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the Common Stock.

The approval of the Adjournment Proposal under Delaware law requires the affirmative vote of at least a majority of the votes cast by the holders of the shares of Common Stock present in person or represented by proxy at the Stockholder Meeting and entitled to vote thereon. The Adjournment Proposal will only be put forth for a vote (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal , (y) if the Board determines before the Stockholder Meeting that it is not necessary or that it is no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal, or (z) if otherwise determined by the chairman of the Stockholder Meeting to be necessary or appropriate.

Q:	How will the Sandbridge Initial Stockholders vote?

On the Record Date, the Sandbridge Initial Stockholders owned and were entitled to vote an aggregate of 5,924,425 Common Stock, representing 19.9% of Sandbridge’s issued and outstanding Common Stock, and plan to vote in favor of each of the Charter Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal.

Q:	Why should I vote “FOR” the Charter Amendment Proposal and the Trust Amendment Proposal?

The Certificate of Incorporation currently provides that Sandbridge has until the Original Termination Date to complete its initial business combination and, if Sandbridge does not complete an initial business combination by the Original Termination Date, it will (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Sandbridge’s then remaining stockholders and the Board, liquidate and dissolve, subject in each case to Sandbridge’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

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The Trust Agreement currently provides that Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by Sandbridge in connection with either a closing of an initial business combination or Sandbridge’s inability to effect an initial business combination within the time frame specified in the Certificate of Incorporation or (y) upon the date that is the later of the Original Termination Date and such later date as may be approved by Sandbridge’s stockholders in accordance with the Certificate of Incorporation, if the aforementioned termination letter has not been received by Continental prior to such date. If the Trust Amendment Proposal is approved, Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by Sandbridge in connection with either a closing of an initial business combination or Sandbridge’s inability to effect an initial business combination within the time frame specified in the Second Amended and Restated Certificate of Incorporation or (y) upon the Amended Termination Date, if the aforementioned termination letter has not been received by Continental prior to such date.

The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to permit the wind-up, liquidation and dissolution of the Company promptly following the Amended Termination Date so that Public Stockholders may redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account without having to wait for approximately another 3 months for such capital to be returned, while continuing to earn minimal interest. The Post-Amendment Share Redemption will enable the redemption of all of the Public Shares before Sandbridge potentially becomes subject to certain excise taxes applicable to stock repurchases by U.S. public companies pursuant to the IRA. Subject to the approval of Sandbridge’s remaining stockholders after completion of the Post-Amendment Share Redemption and the Board, Sandbridge will liquidate and dissolve as promptly as reasonably possible after completion of the Post-Amendment Share Redemption. Sandbridge also plans to voluntarily delist the Class A Common Stock and the Units from the NYSE as soon as practicable after completion of the Post-Amendment Share Redemption, subject to the rules of NYSE and the Second Amended and Restated Certificate of Incorporation.

After careful consideration of all relevant factors, including, but not limited to, the time value of money and the conclusion that it is very unlikely that Sandbridge would be able to complete a business combination before the Original Termination Date, the Board has determined that the Charter Amendment Proposal and the Trust Amendment Proposal are in your best interests and recommends that you vote or give instruction to vote “FOR” the Charter Amendment Proposal and the Trust Amendment Proposal.

For further details about the reasons for the Charter Amendment Proposal and the Trust Amendment Proposal, see the sections titled “PROPOSAL NO.1 – THE CHARTER AMENDMENT PROPOSAL – Reasons for the Charter Amendment Proposal” and “PROPOSAL NO. 2 – THE TRUST AMENDMENT PROPOSAL – Reasons for the Trust Amendment Proposal,” respectively, of this proxy statement.

Q:	Why should I vote “FOR” the Adjournment Proposal?

If the Adjournment Proposal is not approved by Sandbridge’s stockholders, the Board may not be able to adjourn the Stockholder Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal.

The Company may also move to adjourn the Stockholder Meeting from time to time if the Board determines before the Stockholder Meeting that it is not necessary or that it is no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal or if otherwise determined by the chairman of the Stockholder Meeting to be necessary or appropriate. In that event, at the Stockholder Meeting, Sandbridge will ask its stockholders to vote only upon the Adjournment Proposal and not on the Charter Amendment Proposal or the Trust Amendment Proposal.

If presented, the Board recommends that you vote in favor of the Adjournment Proposal.

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Q:	What if I do not want to vote “FOR” the Charter Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal?

A:	If you do not want the Charter Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN,” not vote, or vote “AGAINST” such proposal.

If you attend the Stockholder Meeting in person or by proxy, you may vote “AGAINST” the Charter Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal, and your Common Stock will be counted for the purposes of determining whether the Charter Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal (as the case may be) is approved.

However, if you fail to return your proxy card, or if you fail to attend the Stockholder Meeting in person or by proxy or do attend the Stockholder Meeting in person or by proxy but “ABSTAIN” or otherwise fail to vote at the Stockholder Meeting, (a) with respect to the Adjournment Proposal, your Common Stock will not be counted for the purposes of determining whether the Adjournment Proposal (as the case may be) is approved and your Common Stock which are not voted at the Stockholder Meeting will have no effect on the outcome of such votes; and (b) with respect to the Charter Amendment Proposal and the Trust Amendment Proposal, your Common Stock will have the effect of a vote “AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal at the Stockholder Meeting.

If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Adjournment Proposal will not be presented for a vote.

Q:	What happens if the Charter Amendment Proposal is not approved?

If the Charter Amendment Proposal is not approved at the Stockholder Meeting or at any adjournment thereof or is not implemented, and a business combination is not completed on or before the Original Termination Date, then as contemplated by and in accordance with the Certificate of Incorporation, Sandbridge will (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Sandbridge’s remaining stockholders after such redemption and the Board, liquidate and dissolve, subject in each case to Sandbridge’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If Sandbridge is unable to consummate a business combination by or before the Original Termination Date, there is a significant risk that the redemption of the Public Shares will be subject to the 1% excise tax applicable to stock repurchases by U.S. public companies pursuant to the IRA. The application of the excise tax to any redemptions Sandbridge makes after December 31, 2022, could potentially reduce the per-share amount that Public Stockholders would otherwise be entitled to receive and could cause a reduction in the cash available on hand to complete a business combination and limit our ability to complete a business combination.

In addition, each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other.

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Q:	If the Charter Amendment Proposal is approved, what happens next?

If the Charter Amendment Proposal is approved, and because Sandbridge will not be able to complete an initial business combination by the Amended Termination Date, Sandbridge will (i) immediately after the Stockholder Meeting, cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not later than the earlier of ten business days after the Amended Termination Date and December 30, 2022, complete the Post-Amendment Share Redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares; and (iii) as promptly as reasonably possible following such redemption and subject to the approval of the Board and Sandbridge’s remaining stockholders after completion of the Post-Amendment Share Redemption, liquidate and dissolve, subject in each case to Sandbridge’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Sandbridge also plans to voluntarily delist the Class A Common Stock and the Units from NYSE as soon as practicable after completion of the Post-Amendment Share Redemption, subject to the rules of NYSE and the Second Amended and Restated Certificate of Incorporation.

However, pursuant to its Certificate of Incorporation, Sandbridge will not implement the Charter Amendment Proposal if Sandbridge will not have at least $5,000,001 of net tangible assets upon its implementation of the Charter Amendment Proposal, after taking into account the Voluntary Redemption.

Q:	If I vote for or against the Charter Amendment Proposal, can I request that my shares be redeemed?

Yes. Whether you vote “FOR” or “AGAINST” the Charter Amendment Proposal, or do not vote at all, you may elect to redeem your Public Shares, provided that the Charter Amendment Proposal is approved and implemented. You will need to submit a redemption request for your Public Shares if you choose to redeem. Please see the question “How do I exercise my redemption rights?” below for further information on how to exercise redemption rights.

Q:	Will how I vote affect my ability to exercise redemption rights?

You may exercise your redemption rights regardless of whether or not you vote for or against the proposals, or vote at all, and regardless of whether you are a holder of Public Shares on the Record Date (so long as you are a holder at the time of exercise). However, under Sandbridge’s Certificate of Incorporation, Sandbridge is only obligated to provide you with the opportunity to redeem your Public Shares in connection with the Charter Amendment Proposal upon the approval of such proposal and Sandbridge will not implement the Charter Amendment Proposal if Sandbridge will not have at least $5,000,001 of net tangible assets upon its implementation of the Charter Amendment Proposal, after taking into account the Voluntary Redemption.

Q:	What will happen to Sandbridge’s warrants?

A:	If the Charter Amendment Proposal and Trust Amendment Proposal are approved and we do not consummate an initial business combination by the Amended Termination Date, our warrants will expire worthless.

If the Charter Amendment Proposal and Trust Amendment Proposal are not approved and we do not consummate an initial business combination by the Original Termination Date, our warrants will also expire worthless.

As disclosed in our Form 8-K filed with the SEC on October 18, 2022, our redeemable public warrants exercisable for one share of Class A Common Stock at an exercise price of $11.50 (trading symbol “SBII WS”) and have been delisted from the NYSE.

Q:	May I change my vote after I have mailed my signed proxy card?

Yes. Stockholders of record may (i) send a later-dated, signed proxy card to Continental, the Transfer Agent, at the address set forth under the question “Who can help answer my questions?” below so that it is received no later than 48 hours before the time appointed for the holding of the Stockholder Meeting (or, in

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the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting); (ii) attend the Stockholder Meeting in person, revoke your proxy and vote; or (iii) revoke their proxy by sending a notice of revocation to the Board at Sandbridge’s address at 725 5^th Ave, 23^rd Floor, New York, NY, 10022, which must be received by the Board prior to the vote at the Stockholder Meeting. However, if your shares are held in “street name” by your bank, broker or another nominee, you must contact your bank, broker or other nominee to change your vote.

Q:	How are votes counted?

A:	Voting on all resolutions at the Stockholder Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of shares registered in each stockholder’s name which are voted, with each Common Stock carrying one vote.

Votes will be counted by the inspector of election appointed for the Stockholder Meeting, who will separately count “FOR” and “AGAINST” votes, “ABSTAIN” and broker non-votes. Stockholders who attend the Stockholder Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will be counted (and the number of Common Stock held by such stockholders will be counted) for the purposes of determining whether a quorum is present at the Stockholder Meeting.

At the Stockholder Meeting, only those votes which are actually cast, either “FOR” or “AGAINST” the Charter Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether the Charter Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal (as the case may be) is approved, and any Common Stock which are not voted at the Stockholder Meeting will have no effect on the outcome of such votes. Abstentions, while considered present for the purposes of establishing a quorum, (a) will not count as votes cast and will have no effect on the outcome of the vote on the Adjournment Proposal; and (b) will have the effect of a vote “AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal.

Q:	If my shares are held in “street name,” will my bank, broker or nominee automatically vote my shares for me?

If your shares are held in “street name” in a stock brokerage account or by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Sandbridge, by voting online or by voting in person at the Stockholder Meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

Under the rules of NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on discretionary proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that NYSE determines to be non-discretionary without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Stockholder Meeting are non-discretionary matters and therefore, Sandbridge does not expect there to be any broker non-votes at the Stockholder Meeting.

If you hold your shares in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee will not vote your shares on the Charter Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares at the Stockholder Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Q:	Does the Board recommend voting “FOR” the approval of the Charter Amendment Proposal and the Trust Amendment Proposal?

Yes. After careful consideration of all relevant factors, the Board has determined that the Charter Amendment Proposal and the Trust Amendment Proposal are in the best interests of Sandbridge and its stockholders and recommends that you vote or give instruction to vote “FOR” the Charter Amendment Proposal and the Trust Amendment Proposal.

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Q:	What interests do Sandbridge’s directors and officers have in the approval of the Charter Amendment Proposal?

Aside from their interests as stockholders, the Sponsor and Sandbridge’s officers and directors have interests that differ from the interests of other stockholders generally. For more details, see the sections entitled “PROPOSAL NO. 1 – THE CHARTER AMENDMENT PROPOSAL – Interests of the Sponsor and Sandbridge’s Officers and Directors,” “PROPOSAL NO. 2 – THE TRUST AMENDMENT PROPOSAL – Interests of the Sponsor and Sandbridge’s Officers and Directors,” and “BENEFICIAL OWNERSHIP OF SECURITIES” of this proxy statement.

Q:	Do I have appraisal rights or dissenters’ rights if I object to the Charter Amendment Proposal?

A:	No. There are no appraisal rights available to Sandbridge’s stockholders in connection with the Charter Amendment Proposal.

Q:	What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement and to consider how the Charter Amendment Proposal and the Trust Amendment Proposal will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the bank, broker or nominee.

Q:	How do I exercise my redemption rights?

A:	If you are a Public Stockholder and wish to exercise your right to redeem your Class A Common Stock, you must:

(a) hold Class A Common Stock;

(b) submit a written request to Continental, the Transfer Agent in which you request that Sandbridge redeem all or a portion of your Class A Common Stock for cash; and

(c) tender your Class A Common Stock by either delivering your share certificate to the Transfer Agent or by delivering your Public Shares electronically using the Depository Trust Company’s DWAC (Deposit Withdrawal At Custodian) system. The address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.

If you hold your Public Shares in “street name,” you will have to coordinate with your bank, broker or other nominee to have the shares you beneficially own certificated and delivered electronically.

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Voluntary Redemption will be distributed substantially concurrently with Sandbridge’s redemption of all remaining issued and outstanding Public Shares as promptly as reasonably possible but not more than ten business days after the Amended Termination Date. Upon the completion of the Post-Amendment Share Redemption, the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any) will be extinguished.

Any request for Voluntary Redemption, once made by a Public Stockholder, may be withdrawn at any time up to 5:00 p.m., Eastern Time, on , 2022 (the “Voluntary Redemption Withdrawal Deadline”). If you deliver your shares for Voluntary Redemption to the Transfer Agent and later decide not to elect redemption, you may request before the Voluntary Redemption Withdrawal Deadline that Sandbridge instruct the Transfer Agent to return the shares (physically or electronically). We will be required to honor such request only if made prior to the Voluntary Redemption Withdrawal Deadline. After this time, a request for Voluntary Redemption may not be withdrawn unless the Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). Such a request must be made by contacting the Transfer Agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Any corrected or changed written exercise of redemption rights in connection with the Voluntary Redemption must be received by the Transfer Agent prior to the deadline for exercising redemption requests in connection with the Voluntary Redemption and, thereafter, prior to the Voluntary Redemption Withdrawal Deadline. No request for such redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent prior to 5:00 p.m., Eastern Time, on , 2022 (two business days before the Stockholder Meeting).

Q:	What should I do if I receive more than one set of voting materials for the Stockholder Meeting?

You may receive more than one set of voting materials for the Stockholder Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:	Who will solicit and pay the cost of soliciting proxies for the Stockholder Meeting?

Sandbridge will pay the cost of soliciting proxies for the Stockholder Meeting. Sandbridge has engaged Okapi Partners LLC to assist in the solicitation of proxies for the Stockholder Meeting. Sandbridge will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Class A Common Stock and in obtaining voting instructions from those owners. The directors, officers and employees of Sandbridge may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.

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Q:	Who can help answer my questions?

A:	If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Okapi Partners LLC

1212 Avenue of the Americas, 17^th Floor, New York, NY 10036

Stockholders may call toll free: (855) 208-8902

Banks and Brokers may call collect: (212) 297-0720

Email: info@okapipartners.com

You also may obtain additional information about Sandbridge from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a Public Stockholder and you intend to seek redemption of your shares, you will need to deliver your Class A Common Stock (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on , 2022 (two business days prior to the date of the Stockholder Meeting). If you have questions regarding the certification of your position or delivery of your shares, please contact:

Mark Zimkind

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

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SPECIAL MEETING OF SANDBRIDGE STOCKHOLDERS

This proxy statement is being provided to Sandbridge stockholders as part of a solicitation of proxies by the Board for use at the special meeting of Sandbridge stockholders to be held on , 2022, and at any adjournment thereof. This proxy statement contains important information regarding the Stockholder Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and regarding voting procedures.

This proxy statement is being first mailed on or about , 2022 to all stockholders of record of Sandbridge as of the close of business on October 31, 2022, the Record Date for the Stockholder Meeting. Stockholders of record who owned Common Stock at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Stockholder Meeting.

Sandbridge may also postpone or cancel the Stockholder Meeting and not submit to stockholders or not implement the Charter Amendment Proposal and/or the Trust Amendment Proposal.

Date, Time and Place of Stockholder Meeting

The Stockholder Meeting will be held on , 2022 at , Eastern Time, at the offices of Ropes & Gray LLP located at 1211 Avenue of the Americas, New York, New York 10036, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

In light of public health concerns regarding COVID-19 attendees of the meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing. The venue currently requires attendees to provide proof of vaccination. If you plan on attending, please email info@sandbridgecap.com at least one day prior to the Stockholder Meeting.

If you hold your shares in “street name,” which means your shares are held of record by a bank, broker or other nominee and if you plan to vote at the Stockholder Meeting, you will need to have a legal proxy from your bank, broker or other nominee. Investors should contact their bank, broker or nominee for instructions regarding obtaining a legal proxy. The Transfer Agent will issue you a guest control number to attend the meeting with proof of ownership. You must contact the Transfer Agent for specific instructions regarding how to receive the control number. The Transfer Agent can be contacted at 917-262-2373 or via email at proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.

The Proposals at the Stockholder Meeting

At the Stockholder Meeting, Sandbridge stockholders will consider and vote on the following proposals:

Proposal No. 1 – Charter Amendment Proposal – To amend and restate the Company’s Certificate of Incorporation by adopting the Second Amended and Restated Certificate of Incorporation in the form set forth in Annex A of this proxy statement to change the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to as our initial business combination, from the Original Termination Date to the Amended Termination Date;

Proposal No. 2 – Trust Amendment Proposal – To amend the Trust Agreement, pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of this proxy statement, to change the date on which Continental must commence liquidation of the Trust Account from (A) the earlier of Sandbridge’s completion of an initial business combination and the Original Termination Date to (B) the Amended Termination Date; and

Proposal No. 3 – Adjournment Proposal – To approve the adjournment of the Stockholder Meeting from time to time (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal, (y) if Sandbridge’s Board determines before the Stockholder Meeting that it is not necessary or that it is no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal, or (z) if otherwise determined by the chairman of the Stockholder Meeting to be necessary or appropriate.

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Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved at the Stockholder Meeting, the Adjournment Proposal will not be presented.

Voting Power; Record Date

As a stockholder of Sandbridge, you have a right to vote on certain matters affecting Sandbridge. The proposals that will be presented at the Stockholder Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Stockholder Meeting if you owned Common Stock at the close of business on October 31, 2022, which is the Record Date for the Stockholder Meeting. You are entitled to one vote for each Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your bank, broker or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 29,772,126 issued and outstanding Common Stock, of which 23,817,701 Class A Common Stock are held by the Public Stockholders and 5,924,425 Class B Common Stock are held by the Sandbridge Initial Stockholders.

Recommendation of the Board

THE BOARD RECOMMENDS

THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

Quorum

The presence in person or by proxy, of one or more stockholders holding a majority of the issued and outstanding Common Stock entitled to vote at the Stockholder Meeting constitutes a quorum at the Stockholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The Sandbridge Initial Stockholders, who own 19.9% of the issued and outstanding Common Stock as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Sandbridge Initial Stockholders, an additional 8,961,638 Common Stock held by the Public Stockholders would be required to be present at the Stockholder Meeting to achieve a quorum.

Abstentions and Broker Non-Votes

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Delaware law, will not constitute votes cast at the Stockholder Meeting and therefore (a) will not count as votes cast at the Stockholder Meeting and will have no effect on the outcome of the vote on the Adjournment Proposal; and (b) will have the effect of a vote “AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal at the Stockholder Meeting.

Under NYSE rules, if a stockholder holds their shares in “street” name through a bank, broker or other nominee and the stockholder does not instruct their bank, broker or other nominee how to vote their shares on a proposal, the bank, broker or other nominee has the authority to vote the shares in its discretion on certain discretionary matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on any non-discretionary matters. This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more discretionary proposals to be voted on at a meeting of stockholders, (ii) there are one or more non-discretionary proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a non-discretionary matter.

We believe that all of the proposals to be voted on at the Stockholder Meeting will be considered non-discretionary matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote the shares you beneficially own on any of the proposals to be voted on at the Stockholder Meeting without your instruction.

Because all of the proposals to be voted on at the Stockholder Meeting are non-discretionary matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so we do not expect there to be any broker non-votes at the Stockholder Meeting.

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Vote Required for Approval

Voting Your Shares

If you were a holder of record of Common Stock as of the close of business on October 31, 2022, the Record Date for the Stockholder Meeting, you may vote with respect to the proposals in person at the Stockholder Meeting, online at before the Stockholder Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your proxy card shows the number of Common Stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are three ways to vote your Common Stock at the Stockholder Meeting:

Voting by Mail. By signing and dating the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individual(s) named on the proxy card to vote your shares at the Stockholder Meeting in the manner you indicate. You are encouraged to sign, date and return the proxy card even if you plan to attend the Stockholder Meeting so that your shares will be voted if you are unable to attend the Stockholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign, date and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by a.m., Eastern Time, on , 2022, being 48 hours before the time appointed for the holding of the Stockholder Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Stockholder Meeting. If you fail to return your proxy card and do not vote in person or by proxy at the Stockholder Meeting, your shares (i) will not be counted for the purposes of determining whether a quorum is present at the Stockholder Meeting or whether the Adjournment Proposal (as the case may be) is approved by the requisite votes; and (ii) will have the effect of a vote “AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal at the Stockholder Meeting.

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Revoking Your Proxy

If you are a stockholder of record and give a proxy, you may revoke it at any time before the Stockholder Meeting or at the Stockholder Meeting by doing any one of the following:

•

you may send a later-dated, signed proxy card to Continental, the Transfer Agent, which shall be received no later than 48 hours before the time appointed for the holding of the Stockholder Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting);

•	you may notify the Board in writing to Sandbridge X2 Corp, 725 5^th Ave, 23^rd Floor, New York, NY, 10022 before the Stockholder Meeting that you have revoked your proxy; or

•	you may attend the Stockholder Meeting, revoke your proxy, and vote in person, as indicated above.

However, if your shares are held in “street name” by your bank, broker or another nominee, you must contact your bank, broker or other nominee to change your vote.

No Additional Matters

The Stockholder Meeting has been called only to consider and vote on the approval of the Charter Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal. The Board does not know of any other matters to be presented at the Stockholder Meeting. If any additional matters are properly presented at the Stockholder Meeting, absent any express instructions to the contrary, the individual(s) named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters.

Who Can Answer Your Questions about Voting

If you are a Sandbridge stockholder and have any questions about how to vote or direct a vote in respect of your Common Stock, you may call Okapi Partners LLC, our proxy solicitor, by calling (855) 208-8902 (toll-free), or banks and brokers can call (212) 297-0720, or by emailing info@okapipartners.com.

Redemption Rights

If the Charter Amendment Proposal is approved and implemented, and because Sandbridge will not be able to complete an initial business combination by the Amended Termination Date, any Public Stockholder will be entitled to request that their Public Shares be redeemed and Sandbridge will be obligated to complete the redemption of all the remaining issued and outstanding Public Shares as promptly as reasonably possible but not more than ten business days after the Amended Termination Date, at a per-share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of the Amended Termination Date, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the number of the issued and outstanding Public Shares. As of the close of business on the Amended Termination Date, all issued and outstanding Public Shares, will be deemed cancelled and will represent only the right to receive the redemption amount. The redemption amount will be payable to the holders of the Public Shares upon presentation of their respective share certificates or other delivery of their shares to the Transfer Agent. Beneficial owners of such Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. We anticipate that the funds to be distributed to the Public Stockholders electing to redeem all or a portion of their Class A Common Stock in the Voluntary Redemption will be distributed substantially concurrently with Sandbridge’s redemption of all remaining issued and outstanding Public Shares as promptly as reasonably possible but not more than ten business days after the Amended Termination Date. Upon the completion of the Post-Amendment Share Redemption, the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any) will be extinguished. However, Sandbridge will not implement the Charter Amendment Proposal if Sandbridge will not have at least $5,000,001 of net tangible assets following approval of the Charter Amendment Proposal, after taking into account the Voluntary Redemption.

As a Public Stockholder, you will be entitled to receive cash for any Class A Common Stock to be redeemed only if you:

(i)	hold Class A Common Stock;

(ii)	submit a written request to Continental, the Transfer Agent, in which you request that Sandbridge redeem all or a portion of your Class A Common Stock for cash; and

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(iii)

tender your Class A Common Stock by either delivering your share certificate to the Transfer Agent or by delivering your Public Shares electronically using the Depository Trust Company’s DWAC (Deposit Withdrawal At Custodian) system.

Holders who intend to exercise their redemption rights in connection with the Voluntary Redemption must complete the procedures for electing to redeem all or a portion of their Class A Common Stock in the manner described above prior to 5:00 p.m., Eastern Time, on , 2022 (two business days before the Stockholder Meeting) in order for their shares to be redeemed. You will only be entitled to receive cash, subject to the Redemption Limitation, in connection with a redemption of these shares if you continue to hold them until the anticipated effective date of the Charter Amendment Proposal and redemption.

If you hold your shares in “street name,” you will have to coordinate with your bank, broker or other nominee to have your shares certificated or delivered electronically. Shares of Sandbridge that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash in connection with the Voluntary Redemption. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder.

Any request for Voluntary Redemption, once made by a Public Stockholder, may be withdrawn at any time up to 5:00 p.m., Eastern Time, on , 2022. If you deliver your shares for Voluntary Redemption to the Transfer Agent and later decide not to elect redemption, you may request before the Voluntary Redemption Withdrawal Deadline that Sandbridge instruct the Transfer Agent to return the shares (physically or electronically). We will be required to honor such request only if made prior to the Voluntary Redemption Withdrawal Deadline. After this time, a request for Voluntary Redemption may not be withdrawn unless the Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights in connection with the Voluntary Redemption must be received by the Transfer Agent prior to the deadline for exercising redemption requests in connection with the Voluntary Redemption and, thereafter, prior to the Voluntary Redemption Withdrawal Deadline. No request for such redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent, prior to 5:00 p.m., Eastern Time, on , 2022 (two business days before the Stockholder Meeting).

For a discussion of certain material U.S. federal income tax considerations for stockholders with respect to the exercise of these redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.” The consequences of a redemption to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Appraisal Rights

There are no appraisal rights available to Sandbridge’s stockholders in connection with the Charter Amendment Proposal or the Trust Amendment Proposal.

Proxy Solicitation Costs

Sandbridge is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. Sandbridge has engaged Okapi Partners LLC to assist in the solicitation of proxies for the Stockholder Meeting. Sandbridge and its directors, officers and employees may also solicit proxies in person. Sandbridge will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Sandbridge will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. Sandbridge will pay Okapi Partners LLC a fee of $20,000, plus disbursements, reimburse Okapi Partners LLC for its reasonable

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out-of-pocket expenses and indemnify Okapi Partners LLC and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as Sandbridge’s proxy solicitor. Sandbridge will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Sandbridge stockholders. Directors, officers and employees of Sandbridge who solicit proxies will not be paid any additional compensation for soliciting.

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PROPOSAL NO. 1 – THE CHARTER AMENDMENT PROPOSAL

Overview

Sandbridge is proposing to amend and restate its Certificate of Incorporation to change the date by which Sandbridge has to consummate a business combination from the Original Termination Date to the Amended Termination Date.

On the Record Date, the redemption price per share was approximately $ , based on the aggregate amount on deposit in the Trust Account of approximately $ as of the Record Date, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the total number of then outstanding Public Shares. The closing price of the Class A Common Stock on NYSE on the Record Date was $ . Accordingly, if the market price of the Class A Common Stock were to remain the same on the Amended Termination Date for a period of ten business days thereafter, exercising redemption rights would result in a Public Stockholder receiving approximately $ more per share than if the shares were sold in the open market prior to the originally planned liquidation date in March 2023. Sandbridge cannot assure stockholders that they will be able to sell their Class A Common Stock in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its shares when such stockholders wish to sell their shares.

Reasons for the Charter Amendment Proposal

Sandbridge is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. After the closing of the IPO in March 2021, and consistent with Sandbridge’s business purpose, the Board and Sandbridge’s management commenced an active search for potential business combination targets, leveraging Sandbridge’s and the Sponsor’s network of relationships and intimate knowledge of the private company marketplace.

As of the date of this proxy statement, Sandbridge’s management has reviewed over 50 potential targets operating in a wide spectrum of consumer related sectors including consumer brands, platforms and related technologies, and executed 12 customary confidentiality agreements in connection with Sandbridge’s search for suitable targets.

As of the date of this proxy statement, Sandbridge has not entered into an agreement to effectuate a business combination with any of the potential targets that it has reviewed due to a variety of reasons, including, among other things: (i) the parties’ inability to reach an agreement on valuation; (ii) Sandbridge’s preliminary assessment of the relevant target company’s business model, customer concentration, competitive landscape and corresponding risks to future financial performance; (iii) Sandbridge’s preliminary assessment of the relevant target company’s ability to execute its business and financial plans and scale its business; (iv) challenging market conditions and (v) alternative options available to potential targets, such as pursuing a traditional initial public offering or waiting for the capital markets to improve before pursuing a listing.

In particular, through its efforts to find a suitable target for a business combination, Sandbridge’s management has encountered material changes in the market valuations of public company transactions since the IPO, creating divergent expectations of valuation between SPACs like Sandbridge and stockholders of the privately owned businesses that may be interested in pursuing a business combination. The Board believes such a divergence in expectations will remain the trend in the near to medium term such that Sandbridge will not be able to identify, agree upon and consummate a business combination with a suitable target that meets Sandbridge’s criteria for a business combination at an acceptable valuation by or before the Original Termination Date. Changes in the regulatory landscape have further affected Sandbridge’s prospects for consummating a business combination, including the SEC’s proposed rules relating to, among other items, enhancing disclosure in business combination transactions involving SPACs and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions. The Board also believes that the SEC’s proposed rules, if adopted, whether in the form proposed or in revised form, may materially increase the time required to negotiate and complete an initial business combination and could further impair Sandbridge’s ability to complete an initial business combination by or before the Original Termination Date.

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Moreover, recent legislative developments may negatively impact Public Stockholders if Sandbridge is unable to consummate a business combination by or before the Original Termination Date. The IRA imposes a 1% excise tax on the fair market value of stock repurchased by a U.S. corporation beginning in 2023, with certain exceptions. Because Sandbridge is a publicly listed Delaware corporation, it is a “covered corporation” within the meaning of the IRA; consequently, the Board believes that, absent additional guidance and unless an exception is available (such as netting any redemption against share issuances pursuant to a business combination and/or a financing transaction relating to any such business combination), there is a significant risk that this excise tax will apply to any redemptions of Common Stock after December 31, 2022, including redemptions made if Sandbridge is unable to consummate a business combination by or before the Original Termination Date. The application of the excise tax to any redemptions Sandbridge makes after December 31, 2022, could potentially reduce the per-share amount that Public Stockholders would otherwise be entitled to receive and could cause a reduction in the cash available on hand to complete a business combination and limit our ability to complete a business combination.

The Certificate of Incorporation currently provides that Sandbridge has until the Original Termination Date to complete its initial business combination and, if Sandbridge does not complete an initial business combination by the Original Termination Date, it will (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Sandbridge’s then remaining stockholders and the Board, liquidate and dissolve, subject in each case to Sandbridge’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to permit the wind-up, liquidation and dissolution of the Company promptly following the Amended Termination Date so that Public Stockholders may redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account without having to wait for approximately another 3 months for such capital to be returned, while continuing to earn minimal interest. The Post-Amendment Share Redemption will enable the redemption of all of the Public Shares before Sandbridge potentially becomes subject to certain excise taxes applicable to stock repurchases by U.S. public companies pursuant to the IRA. Subject to the approval of the Board and Sandbridge’s remaining stockholders after completion of the Post-Amendment Share Redemption, Sandbridge will liquidate and dissolve as promptly as reasonably possible after completion of the Post-Amendment Share Redemption. Sandbridge also plans to voluntarily delist the Class A Common Stock and the Units from the NYSE as soon as practicable after completion of the Post-Amendment Share Redemption, subject to the rules of NYSE and the Second Amended and Restated Certificate of Incorporation.

After careful consideration of all relevant factors, including, but not limited to, the time value of money and the conclusion that it is very unlikely that Sandbridge would be able to complete a business combination before the Original Termination Date, the Board has determined that the Charter Amendment Proposal is in the best interests of Sandbridge and its stockholders and recommends that you vote or give instruction to vote “FOR” the Charter Amendment Proposal.

If the Charter Amendment Proposal Is Not Approved

If the Charter Amendment Proposal is not approved at the Stockholder Meeting or at any adjournment thereof or is not implemented, and a business combination is not completed on or before the Original

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Termination Date, then as contemplated by and in accordance with the Certificate of Incorporation, Sandbridge will (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of Sandbridge’s remaining stockholders after such redemption and the Board, liquidate and dissolve, subject in each case to Sandbridge’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

In addition, each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other.

If the Charter Amendment Proposal Is Approved

If the Charter Amendment Proposal is approved, and because Sandbridge will not be able to complete an initial business combination by the Amended Termination Date, Sandbridge will (i) immediately after the Stockholder Meeting, cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not later than the earlier of ten business days after the Amended Termination Date and December 30, 2022, complete the Post-Amendment Share Redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Sandbridge to pay its franchise and income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares; and (iii) as promptly as reasonably possible following such redemption and subject to the approval of the Board and Sandbridge’s remaining stockholders after completion of the Post-Amendment Share Redemption, liquidate and dissolve, subject in each case to Sandbridge’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Sandbridge also plans to voluntarily delist the Class A Common Stock and the Units from NYSE as soon as practicable after completion of the Post-Amendment Share Redemption, subject to the rules of NYSE and the Second Amended and Restated Certificate of Incorporation.

Interests of the Sponsor and Sandbridge’s Officers and Directors

When you consider the recommendation of the Board, Sandbridge stockholders should be aware that aside from their interests as stockholders, the Sponsor and Sandbridge’s officers and directors have interests that differ from the interests of other stockholders generally. The Board was aware of and considered these interests, among other matters, in recommending to Sandbridge stockholders that they approve the Charter Amendment Proposal. Sandbridge stockholders should take the following interests into account when deciding whether to approve the Charter Amendment Proposal:

•

the fact that a private fund affiliated with Pacific Investment Management Company LLC, which private fund is a member of the Sponsor, holds 6.7% of Sandbridge’s Common Stock and 8.3% of the Public Shares. Without the approval of the Charter Amendment Proposal, Pacific Investment Management Company LLC may only be able to recover its investment in Sandbridge by way of (i) Sandbridge’s redemption of these Public Shares upon the exercise of its redemption rights in connection with a stockholder vote on a proposed business combination, (ii) Sandbridge’s redemption of these Public Shares upon the approval of any other amendment to any provision of the Certificate of Incorporation relating to the rights of holders of Class A Common Stock, or (iii) liquidation of the Trust Account if Sandbridge has not completed an initial business combination by the Original Termination Date;

•	the fact that the Sponsor and Sandbridge’s officers and directors have agreed not to redeem any Common Stock held by them in connection with a stockholder vote to approve a business combination or the Charter Amendment Proposal. Therefore, the 4,509,027 Private Placement Warrants held by the

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Sponsor, for which the Sponsor paid $6,763,540, and the 5,954,425 Class B Common Stock held by the Sandbridge Initial Stockholders, for which they paid $25,000, will become worthless if Sandbridge is not able to consummate a business combination within the required time period;

•	the fact that the Sponsor and Sandbridge’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Common Stock (other than Public Shares) held by them;

•

the fact that the Sponsor and Sandbridge’s officers and directors will only be reimbursed for any loans extended, fees due or out-of-pocket expenses either (i) prior to the consummation of an initial business combination through funds held outside of the Trust Account or (ii) in connection with or after the consummation of an initial business combination. As of September 30, 2022, Sandbridge had cash of $156,644 remaining outside of the Trust Account. As of the date of this proxy statement, the Sponsor and Sandbridge’s officers and directors and their affiliates had incurred approximately $100,500 of unpaid reimbursable fees and expenses, and $500,000 was owed to the Sponsor under a non-interest bearing, unsecured promissory note. Such amounts will continue to increase if the Charter Amendment Proposal is not approved and implemented;

•

the fact that, if the Charter Amendment Proposal is not approved and we are unable to complete an initial business combination by the Original Termination Date, the winding-up and liquidation of the Company, and the redemption of our then outstanding Public Shares, will occur in 2023, at which time our Board believes that, unless an exception is available, there is a significant risk that such redemptions will be subject to an excise tax under the IRA; if we are unable to withdraw interest earned on the Trust Account for purposes of satisfying any such excise tax obligations, such excise tax obligations may need to be satisfied out of the residual assets of the Company following liquidation of the Trust Account, which could otherwise be distributed to our Sponsor and, indirectly, its members (which include each of our officers and directors); and

•

the fact that, if the Trust Account is liquidated in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Sandbridge to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount on the liquidation date, by the claims of prospective target businesses with which Sandbridge has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Sandbridge, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

Redemption Rights

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As a Public Stockholder, you will be entitled to receive cash for any Class A Common Stock to be redeemed only if you:

(i)	hold Class A Common Stock;

(ii)	submit a written request to Continental, the Transfer Agent, in which you request that Sandbridge redeem all or a portion of your Class A Common Stock for cash; and

(iii)

Any corrected or changed written exercise of redemption rights in connection with the Voluntary Redemption must be received by the Transfer Agent prior to the deadline for exercising redemption requests in connection with the Voluntary Redemption and, thereafter, prior to the Voluntary Redemption Withdrawal Deadline. No request for such redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent, prior to 5:00 p.m., Eastern Time, on , 2022 (two business days before the Stockholder Meeting).

Impact on Outstanding Warrants

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by the Original Termination Date or, if this proposal and the Trust Amendment Proposal are approved, the Amended Termination Date.

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Vote Required for Approval

The approval of the Charter Amendment Proposal under the Certificate of Incorporation requires the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the Common Stock. Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Delaware law, will have the effect of a vote “AGAINST” the Charter Amendment Proposal. The Charter Amendment Proposal is conditioned on the approval of the Trust Amendment Proposal.

In addition to the shares of the Sandbridge Initial Stockholders, the approval of the Charter Amendment Proposal will require the affirmative vote of at least 13,427,457 Common Stock held by the Public Stockholders (or approximately 56.4% of the Class A Common Stock).

Full Text of the Resolution

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE CHARTER AMENDMENT PROPOSAL.

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PROPOSAL NO. 2 – THE TRUST AMENDMENT PROPOSAL

Overview

On March 12, 2021, we consummated our initial public offering of 23,817,701 units, including 1,817,701 units sold pursuant to the partial exercise of the underwriters’ option to purchase additional units to cover overallotments. Each unit consists of one share of Class A Common Stock, and one-third of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, during the exercise period commencing thirty (30) days after the completion of a business combination. The Company also sold an aggregate of 4,509,027 Private Placement Warrants to our Sponsor. As a result, an amount equal to $238,177,010 was placed in the Trust Account, with Continental acting as trustee. The balance of the Trust Account as of September 30, 2022 was $239,609,223.

Continental’s role as trustee of the Trust Account is subject to the terms and conditions of the Trust Agreement. The Trust Agreement currently provides that Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by Sandbridge in connection with either a closing of an initial business combination or Sandbridge’s inability to effect an initial business combination within the time frame specified in the Certificate of Incorporation or (y) upon the date that is the later of the Original Termination Date and such later date as may be approved by Sandbridge’s stockholders in accordance with the Certificate of Incorporation, if the aforementioned termination letter has not been received by Continental prior to such date. The Trust Agreement further provides that the provision described in the preceding sentence may not be modified, amended or deleted without the affirmative vote of 65% of the then outstanding Class A Common Stock and Class B Common Stock of the Company, voting together as a single class.

Reasons for the Trust Amendment Proposal

We propose to amend the Trust Agreement, pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of this proxy statement, to change the date on which Continental must commence liquidation of the Trust Account from (A) the earlier of Sandbridge’s completion of an initial business combination and the Original Termination Date to (B) the Amended Termination Date.

After careful consideration of all relevant factors, including, but not limited to, the time value of money and the conclusion that it is very unlikely that Sandbridge would be able to complete a business combination before the Original Termination Date, the Board has determined that the Trust Amendment Proposal is in the best interests of Sandbridge and its stockholders and recommends that you vote or give instruction to vote “FOR” the Trust Amendment Proposal.

Consequences if the Trust Amendment Proposal Is Not Approved

If the Trust Amendment Proposal is not approved at the Stockholder Meeting or at any adjournment thereof or is not implemented, and a business combination is not completed on or before the Original Termination Date, then as contemplated by and in accordance with the Trust Agreement, Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by Sandbridge in connection with Sandbridge’s inability to effect an initial business combination within the time frame specified in the Certificate of Incorporation or (y) upon the date that is the later of the Original Termination Date and such later date as may be approved by Sandbridge’s stockholders in accordance with the Certificate of Incorporation, if the aforementioned termination letter has not been received by Continental prior to such date.

In addition, each of the Trust Amendment Proposal and the Charter Amendment Proposal is cross-conditioned on the approval of each other.

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Interests of the Sponsor and Sandbridge’s Officers and Directors

When you consider the recommendation of the Board, Sandbridge stockholders should be aware that aside from their interests as stockholders, the Sponsor and Sandbridge’s officers and directors have interests that differ from the interests of other stockholders generally. The Board was aware of and considered these interests, among other matters, in recommending to Sandbridge stockholders that they approve the Trust Amendment Proposal. Sandbridge stockholders should take the following interests into account when deciding whether to approve the Trust Amendment Proposal:

•

the fact that a private fund affiliated with Pacific Investment Management Company LLC, which private fund is a member of the Sponsor, holds 6.7% of Sandbridge’s Common Stock and 8.3% of the Public Shares. Without the approval of the Trust Amendment Proposal, Pacific Investment Management Company LLC may only be able to recover its investment in Sandbridge by way of (i) Sandbridge’s redemption of these Public Shares upon the exercise of its redemption rights in connection with a stockholder vote on a proposed business combination, (ii) Sandbridge’s redemption of these Public Shares upon the approval of any other amendment to any provision of the Certificate of Incorporation relating to the rights of holders of Class A Common Stock, or (iii) liquidation of the Trust Account if Sandbridge has not completed an initial business combination by the Original Termination Date;

•

the fact that the Sponsor and Sandbridge’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Common Stock (other than Public Shares) held by them. Therefore, the 4,509,027 Private Placement Warrants held by the Sponsor, for which the Sponsor paid $6,763,540, and the 5,954,425 Class B Common Stock held by the Sandbridge Initial Stockholders, for which they paid $25,000, will become worthless if Sandbridge is not able to consummate a business combination within the required time period; and

•

Vote Required for Approval

The approval of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the outstanding Class A Common Stock and Class B Common Stock, voting together as a single class. The Trust Amendment Proposal is conditioned on the approval of the Charter Amendment Proposal. Abstentions will be considered present for the purposes of establishing a quorum and will have the effect of a vote “AGAINST” the Trust Amendment Proposal.

In addition to the shares of the Sandbridge Initial Stockholders, the approval of the Trust Amendment Proposal will require the affirmative vote of at least 13,427,457 Common Stock held by the Public Stockholders (or approximately 56.4% of the Class A Common Stock).

Full Text of the Resolution

“RESOLVED, that, conditional upon the effectiveness of the Second Amended and Restated Certificate of Incorporation of the Company, the amendment of the Investment Management Trust Agreement, dated March 9, 2021, by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee, in the form attached as Annex B of the accompanying proxy statement is hereby approved.”

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE TRUST AMENDMENT PROPOSAL.

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PROPOSAL NO. 3 – THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal asks stockholders to approve the adjournment of the Stockholder Meeting from time to time (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal, (y) if Sandbridge’s Board determines before the Stockholder Meeting that it is not necessary or that it is no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal, or (z) if otherwise determined by the chairman of the Stockholder Meeting to be necessary or appropriate.

Consequences if the Adjournment Proposal Is Not Approved

Vote Required for Approval

In addition to the shares of the Sandbridge Initial Stockholders, the approval of the Adjournment Proposal will require the affirmative vote of at least 8,961,639 Common Stock held by the Public Stockholders (or approximately 37.6% of the Class A Common Stock) if all Common Stock are represented at the Stockholder Meeting and cast votes, and the affirmative vote of at least 1,518,608 Common Stock held by the Public Stockholders (or approximately 0.06% of the Class A Common Stock) if only such shares as are required to establish a quorum are represented at the Stockholder Meeting and cast votes.

Full Text of the Resolution

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR

STOCKHOLDERS EXERCISING REDEMPTION RIGHTS

The following is a discussion of certain material U.S. federal income tax considerations for stockholders of our Public Shares that elect to redeem all or a portion of their Public Shares for cash, either pursuant to an exercise of redemption rights described in this proxy statement or in connection with our liquidation in the event the Charter Amendment is approved, and the expiration of warrants in such event. This section applies only to stockholders that hold Public Shares and warrants as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular stockholder in light of its particular circumstances or status, including:

•	financial institutions or financial services entities;

•	broker-dealers;

•	S corporations;

•	taxpayers that are subject to the mark-to-market accounting rules;

•	tax-exempt entities;

•	governments or agencies or instrumentalities thereof;

•	tax-qualified retirement plans;

•	insurance companies;

•	regulated investment companies or real estate investment trusts;

•	expatriates or former long-term residents or citizens of the United States;

•	persons that directly, indirectly, or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares;

•	persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

•	persons that hold our securities as part of a straddle, constructive sale, hedging, conversion, synthetic security or other integrated or similar transaction;

•	persons subject to the alternative minimum tax;

•	persons whose functional currency is not the U.S. dollar;

•	controlled foreign corporations;

•	corporations that accumulate earnings to avoid U.S. federal income tax;

•	“qualified foreign pension funds” (within the meaning of Section 897(l)(2) of the Code (defined below)) and entities whose interests are held by qualified foreign pension funds;

•	accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code;

•	foreign corporations with respect to which there are one or more United States stockholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii);

•	passive foreign investment companies or their stockholders

•	the Sponsor or our directors and officers; or

•	Redeeming Non-U.S. Holders (as defined below, and except as otherwise discussed below).

The discussion below is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof. Those authorities may be repealed, revoked, modified or subject to differing

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interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. This discussion does not address any aspect of other U.S. federal tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax laws.

We have not sought, and will not seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

For purposes of this summary, a “Redeeming U.S. Holder” is a beneficial owner that redeems its Public Shares and is, for U.S. federal income tax purposes:

•	an individual who is a United States citizen or resident of the United States for United States federal income tax purposes;

•	a corporation or other entity treated as a corporation for United States federal income tax purposes created in, or organized under the law of, the United States or any state or political subdivision thereof;

•	an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

•

a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.

A “Redeeming Non-U.S. Holder” is a beneficial owner of shares that redeems its Public Shares and is neither a Redeeming U.S. Holder nor a partnership for U.S. federal income tax purposes.

This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons that hold our securities through such entities. If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes or other pass-through entity) holds our securities, the tax treatment of a partner, member or other beneficial owner in such partnership (or other pass-through entity) will generally depend upon the status of the partner, member or other beneficial owner, the activities of the partnership (or other pass-through entity) and certain determinations made at the partner, member or other beneficial owner level. If you are a partner, member or other beneficial owner of a partnership (or other pass-through entity) holding our securities, you are urged to consult your tax advisor regarding the tax consequences of the ownership and disposition of our securities.

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. EACH STOCKHOLDER SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH STOCKHOLDER OF EXERCISING REDEMPTION RIGHTS OF PUBLIC SHARES AND EXPIRATION OF WARRANTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

Certain Material U.S. Federal Income Tax Considerations to Redeeming U.S. Holders

Tax Treatment of the Redemption – In General

The U.S. federal income tax consequences to a Redeeming U.S. Holder of Public Shares that exercises its redemption rights to receive cash in exchange for all or a portion of its Public Shares will depend on whether the redemption qualifies as (i) a distribution to such stockholder in complete liquidation of the Company, with such distribution treated as a payment received in exchange for such Public Shares under Section 331 of the Code, as described below under “– Redeeming U.S. Holders – Redemption of Public Shares – Redemption of Public Shares in Connection with Our Liquidation”, (ii) a sale of the Public Shares redeemed under Section 302 of the Code as described below under “– Redeeming U.S. Holders – Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares” or (iii) a distribution under Section 301 of the Code as described below under “– Redeeming U.S. Holders – Non-Liquidating Distributions.”

A non-liquidating redemption generally will qualify as a sale of such Public Shares if the redemption either (i) is “substantially disproportionate” with respect to the Redeeming U.S. Holder, (ii) results in a “complete

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redemption” of such Redeeming U.S. Holder’s interest in the Company or (iii) is “not essentially equivalent to a dividend” with respect to such Redeeming U.S. Holder. These tests are explained more fully below.

For purposes of such tests, a Redeeming U.S. Holder takes into account not only Public Shares directly owned by such Redeeming U.S. Holder, but also shares that are constructively owned by such Redeeming U.S. Holder. A Redeeming U.S. Holder may constructively own, in addition to Public Shares owned directly, shares owned by certain related individuals and entities in which such Redeeming U.S. Holder has an interest or that have an interest in such Redeeming U.S. Holder, as well as any shares such Redeeming U.S. Holder has a right to acquire by exercise of an option, which would generally include shares which could be acquired pursuant to the exercise of the warrants.

A non-liquidating redemption generally will be “substantially disproportionate” with respect to a Redeeming U.S. Holder if the percentage of our outstanding voting shares that such Redeeming U.S. Holder directly or constructively owns immediately after the redemption is less than 80 percent of the percentage of our outstanding voting shares that such Redeeming U.S. Holder directly or constructively owned immediately before the redemption, and such Redeeming U.S. Holder immediately after the redemption directly and constructively owns less than 50 percent of our total combined voting shares. There will be a complete redemption of such Redeeming U.S. Holder’s interest if either (i) all of the Public Shares directly or constructively owned by such Redeeming U.S. Holder are redeemed or (ii) all of the Public Shares directly owned by such Redeeming U.S. Holder are redeemed and such Redeeming U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of the shares owned by certain family members and such Redeeming U.S. Holder does not constructively own any other shares. A non-liquidating redemption will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such Redeeming U.S. Holder’s proportionate interest in the Company. Whether the redemption will result in a “meaningful reduction” in such Redeeming U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation that exercises no control over corporate affairs may constitute such a “meaningful reduction.”

Whether a non-liquidating redemption satisfies one or more of the foregoing tests will generally depend upon a Redeeming U.S. Holder’s particular circumstances. This determination may, in appropriate circumstances, take into account other acquisitions or dispositions of our securities that occur as part of a plan that includes such redemption, including dispositions of our securities that occur in connection with our liquidation.

If none of the foregoing tests is satisfied, then a non-liquidating redemption will be treated as a non-liquidating distribution to the redeemed stockholder and the tax effects to such Redeeming U.S. Holder will be as described below under the section entitled “– Taxation of Non-Liquidating Distributions.” After the application of those rules, any remaining tax basis of the Redeeming U.S. Holder in the redeemed Public Shares will be added to such stockholder’s adjusted tax basis in its remaining stock, or, if it has none, to such stockholder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.

Redemption of Public Shares in Connection with Our Liquidation

A Redeeming U.S. Holder’s receipt of cash for its Public Shares in connection with our liquidation is expected to be treated as a distribution to such stockholder in complete liquidation of the Company, with such distribution treated as a payment received in exchange for such Public Shares under Section 331 of the Code. The consequences of such distribution are generally as described below under the section entitled “– U.S. Holders – Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.” In the event the Amendment is approved, such redemption is expected to occur no later than December 30, 2022.

Redeeming U.S. Holders should consult their tax advisors as to the tax consequences of a redemption of Public Shares pursuant to an exercise of redemption rights described in this proxy statement or in connection with our liquidation, including any special reporting requirements.

Taxation of Non-Liquidating Distributions

If the redemption of a U.S. Holder’s Public Shares is treated as a non-liquidating redemption, then such redemption will generally be treated as a distribution with respect to the shares under Section 301 of the Code, in which case the Redeeming U.S. Holder will be treated as receiving a corporate distribution. Such distribution

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generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Non-liquidating distributions in excess of current and accumulated earnings and profits will generally constitute a return of capital that will generally be applied against and reduce (but not below zero) the Redeeming U.S. Holder’s adjusted tax basis in such Redeeming U.S. Holder’s Public Shares. Any remaining excess will generally be treated as gain realized on the sale or other disposition of such Redeeming U.S. Holder’s Public Shares and will be treated as described under “– U.S. Holders – Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of such Redeeming U.S. Holder’s Public Shares” below.

Dividends we pay to a Redeeming U.S. Holder that is a taxable corporation will generally qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate Redeeming U.S. Holder will generally constitute “qualified dividends” that will be subject to tax at the applicable tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with respect to the Public Shares described in this proxy statement may prevent a Redeeming U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares

If the redemption qualifies as a sale or exchange of such U.S. Holder’s Public Shares under Section 302 of the Code, such U.S. Holder will generally be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. Any such capital gain or loss generally will be long-term capital gain or loss if the Redeeming U.S. Holder’s holding period for such shares exceeds one year at the time of the redemption. A Redeeming U.S. Holder’s tax basis in such Redeeming U.S. Holder’s shares generally will equal the cost of such shares. However, it is unclear whether the redemption rights with respect to the Public Shares described in this proxy statement may prevent the holding period of the Public Shares from commencing prior to the termination of such rights. The deductibility of capital losses is subject to various limitations. Redeeming U.S. Holders who hold different blocks of Public Shares (Public Shares purchased or acquired on different dates or at different prices) should consult their tax advisor to determine how the above rules apply to them.

Expiration of a Warrant

If the Charter Amendment Proposal and Trust Amendment Proposal are approved and we do not consummate an initial business combination by the Amended Termination Date, our warrants will expire worthless.

In such case, a Redeeming U.S. Holder will generally recognize a capital loss equal to such holder’s tax basis in the expired warrants. The deductibility of capital losses is subject to various limitations that are not described herein because a discussion of such limitations depends on each Redeeming U.S. Holder’s particular facts and circumstances.

ALL REDEEMING U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.

Certain Material U.S. Federal Income Tax Considerations to Redeeming Non-U.S. Holders

Taxation of Non-Liquidating Distributions

If the redemption of a Redeeming Non-U.S. Holder’s Public Shares is treated as a non-liquidating distribution, as discussed above, such distribution will generally be treated as a dividend for U.S. federal income tax purposes, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S.

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federal income tax principles).Provided such dividends are not effectively connected with the Redeeming Non-U.S. Holder’s conduct of a trade or business within the United States, we (or another applicable withholding agent) will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Redeeming Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). Any portion of any non-liquidating distribution not constituting a dividend will be treated first as reducing (but not below zero) the Redeeming Non-U.S. Holder’s adjusted tax basis in its shares of our Public Shares and, to the extent such distribution exceeds the Redeeming Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or exchange of our Public Shares, which will be treated as described under “Redeeming Non-U.S. Holders-Gain on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares”).

Non-liquidating distributions paid to a Redeeming Non-U.S. Holder that are treated as dividends that are effectively connected with such Redeeming Non-U.S. Holder’s conduct of a trade or business within the United States (and, if a tax treaty applies, are attributable to a U.S. permanent establishment or fixed base maintained by the Redeeming Non-U.S. Holder) will generally not be subject to 30% U.S. withholding tax, provided such Redeeming Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to Redeeming U.S. Holders. If the Redeeming Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares

A Redeeming Non-U.S. Holder will generally not be subject to U.S. federal income or withholding tax in respect of gain recognized on a redemption of Public Shares that is treated as a sale or exchange (whether such redemption is pursuant to an exercise of redemption rights or in connection with our liquidation, each as discussed above) unless:

•	the gain is effectively connected with the conduct of a trade or business by the Redeeming Non- U.S. Holder within the United States (and, if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the Redeeming Non-U.S. Holder);

•	the Redeeming Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or

•	we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Redeeming Non-U.S. Holder held our Public Shares.

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates. Any gains described in the first bullet point above of a Redeeming Non-U.S. Holder that is a foreign corporation may also be subject to an additional “branch profits tax” at a 30% rate (or lower applicable treaty rate). Gain described in the second bullet point above will generally be subject to a flat 30% U.S. federal income tax. Redeeming Non-U.S. Holders are urged to consult their tax advisors regarding possible eligibility for benefits under income tax treaties.

Generally, a corporation is a United States real property holding corporation if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. Based on the current composition of our assets, we believe we are not currently a United States real property holding corporation.

Expiration of a Warrant

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In such case, a Redeeming Non-U.S. Holder will generally recognize a capital loss equal to such holder’s tax basis in the expired warrants. The deductibility of capital losses is subject to various limitations that are not described herein because a discussion of such limitations depends on each Redeeming Non-U.S. Holder’s particular facts and circumstances.

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of our securities which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (1) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which our securities are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of our securities held by a stockholder that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (1) certifies to us or the applicable withholding agent that such entity does not have any “substantial United States owners” or (2) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury. Redeeming Non-U.S. Holders should consult their tax advisors regarding the possible implications of FATCA on the redemption.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to payments of dividends and proceeds from the sale of our securities to Redeeming Non-U.S. Holders that are not exempt recipients. We must report annually to the IRS and to each such holder the amount of dividends or other distributions we pay to such Redeeming Non-U.S. Holder on our Public Shares and the amount of tax withheld with respect to those distributions, regardless of whether withholding is required. The IRS may make copies of the information returns reporting those dividends and amounts withheld available to the tax authorities in the country in which the Redeeming Non-U.S. Holder resides pursuant to the provisions of an applicable income tax treaty or exchange of information treaty.

The gross amount of dividends and proceeds from the redemption of Public Shares paid to a stockholder that fails to provide the appropriate certification in accordance with applicable U.S. Treasury regulations generally will be subject to backup withholding at the applicable rate.

Information reporting and backup withholding are generally not required with respect to the amount of any proceeds from the redemption by a Redeeming Non-U.S. Holder of Public Shares outside the United States through a foreign office of a foreign broker that does not have certain specified connections to the United States. However, if a Redeeming Non-U.S. Holder redeems Public Shares through a U.S. broker or the U.S. office of a foreign broker, the broker will generally be required to report to the IRS the amount of proceeds paid to such holder, unless the Redeeming Non-U.S. Holder provides appropriate certification (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable) to the broker of its status as a Redeeming Non-U.S. Holder or such Redeeming Non-U.S. Holder is an exempt recipient. In addition, for information reporting purposes, certain non-U.S. brokers with certain relationships with the United States will be treated in a manner similar to U.S. brokers.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Redeeming Non-U.S. Holder will be allowed as a credit against such stockholder’s U.S. federal income tax liability, if any, and may entitle such stockholder to a refund, provided that the required information is timely furnished to the IRS.

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All Redeeming Non-U.S. Holders should consult their tax advisors regarding the application of information reporting and backup withholding to them.

Inflation Reduction Act

On August 16, 2022, the IRA was signed into law. The IRA contains corporate tax reforms, including a 15% minimum tax on the adjusted financial statement income within the meaning of the IRA of certain large corporations and a 1% excise tax on certain publicly traded corporations that buy back stock from their shareholders. As a result of the IRA, we may be subject to an increase in our effective tax rate and the amount of funds available for distribution in connection with liquidation may decrease and cause a reduction in the cash available on hand to complete a business combination and limit our ability to complete a business combination.

As previously noted above, the foregoing discussion of certain material U.S. federal income tax considerations for stockholders exercising redemption rights is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Charter Amendment Proposal and any redemption of your Public Shares.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of Sandbridge’s Common Stock as of the date of this proxy statement with respect to the beneficial ownership of shares of Sandbridge’s Common Stock, by:

•	each person known by Sandbridge to be the beneficial owner of more than 5% of Sandbridge’s outstanding Class A Common Stock or Class B Common Stock;

•	each of Sandbridge’s executive officers and directors that beneficially owns shares of Sandbridge’s Common Stock; and

•	all Sandbridge executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

In the table below, percentage ownership is based on 29,772,126 of Common Stock, consisting of (i) 23,817,701 Class A Common Stock and (ii) 5,954,425 Class B Common Stock, issued and outstanding as of the date of this proxy statement. Currently, all of the Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Common Stock beneficially owned by them.

	Class A Common Stock		Class B Common Stock		Approximate Percentage of Outstanding Common Stock
Name of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned	Approximate Percentage of Class	Number of Shares Beneficially Owned	Approximate Percentage of Class	Approximate Percentage of Outstanding Common Stock
Five Percent Holders
Sandbridge X2 Holdings LLC⁽²⁾			5,819,425	97.7%	19.5%
Entities affiliated with Saba Capital Management, L.P.⁽³⁾	1,686,866	7.1%			5.7%
Entities affiliated with Magnetar Financial LLC⁽⁴⁾	1,490,591	6.3%			5.0%
Sculptor Capital, L.P.⁽⁵⁾	1,066,811	4.5%			3.6%
Entities affiliated with Pacific Investment Management Company LLC⁽⁶⁾	1,980,000	8.3%			6.7%
Entities affiliated with Millennium Management LLC⁽⁷⁾	1,398,076	5.9%			4.7%
Directors and Officers
Ken Suslow
Richard Henry
Joe Lamastra
Domenico De Sole			40,000	*	*
Ramez Toubassy			40,000	*	*
Jamie Weinstein
Cynthia Isgrig			25,000	*	*
All Sandbridge directors and officers as a group			105,000	1.8%	*

*	Less than one percent.

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is c/o Sandbridge X2 Corp 725 5^th Avenue, 23^rd Floor, New York, NY 10022.

(2)

Sandbridge X2 Holdings LLC is the record holder of such shares. Its officers-Ken Suslow, Richard Henry and Joe Lamastra-are the three managers of its board of managers. Any action by the Sponsor with respect to Sandbridge X2 or the founder shares held by the Sponsor, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of the Sponsor’s managers, none of the

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managers of the Sponsor is deemed to be a beneficial owner of the Sponsor’s securities, even those in which such manager holds a pecuniary interest. Accordingly, none of the Sponsor’s officers is deemed to have or share beneficial ownership of the founder shares held by the Sponsor. The principal business address for Sandbridge X2 Holdings LLC is 725 5^th Avenue, 23^rd Floor, New York, NY 10022.

(3)

Based on a Schedule 13G/A filed with the SEC on June 17, 2022 by Saba Capital Management, L.P., Saba Capital Management GP, LLC, and Boaz R. Weinstein. According to the Schedule 13G, Saba Capital Management, L.P., Saba Capital Management GP, LLC, and Boaz R. Weinstein exercise shared voting and dispositive power over the shares. The principal business address for the foregoing entities and individual is 405 Lexington Avenue, 58^th Floor, New York, New York 10174.

(4)

Based on a Schedule 13G filed with the SEC on January 21,2022, by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz. According to the Schedule 13G, Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz exercise shared voting and dispositive power over the shares. The principal business address for the foregoing entities and individual is 1603 Orrington Avenue, 13^th Floor, Evanston, Illinois 60201.

(5)	Based on a Schedule 13G/A filed with the SEC on February 14, 2022 by Sculptor Capital, LP., which exercises sole voting and dispositive power over the shares. The principal business address for Sculptor Capital, LP is 9 West 57^th Street, New York, NY 10019.

(6)	Consists of 1,980,000 shares of Class A common stock owned by TOCU XLIII LLC and its affiliates (“TOCU” or “PIMCO Private Fund”). The address of the PIMCO Private Fund is c/o Pacific Investment Management Company LLC, 650 Newport Center Dr., Newport Beach, CA 92660.

(7)

Based on a Schedule 13G/A filed with the SEC on January 21,2022 by Integrated Core Strategies (US) LLC, Riverview Group LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC, and Israel L. Englander. According to the Schedule 13G/A, Millennium Management LLC, Millennium Group Management LLC, and Israel L. Englander exercise shared voting and dispositive power over the shares. The principal business address for the foregoing entities and individual is 399 Park Avenue, New York, New York 10022.

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HOUSEHOLDING INFORMATION

Unless Sandbridge has received contrary instructions, Sandbridge may send a single copy of this proxy statement to any household at which two or more stockholders reside if Sandridge believes the stockholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce Sandbridge’s expenses. However, if stockholders prefer to receive multiple sets of Sandbridge’s disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of Sandbridge’s disclosure documents, the stockholders should follow these instructions:

•	If the shares are registered in the name of the stockholder, the shareholder should contact us at our offices at Sandbridge X2 Corp, 725 5^th Ave, 23^rd Floor, New York, NY, 10022, to inform us of his or her request; or

•	If a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly.

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WHERE YOU CAN FIND MORE INFORMATION

Sandbridge files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on Sandbridge at the SEC web site, which contains reports, proxy statements and other information, at: http://www.sec.gov.

This proxy statement is available without charge to stockholders of Sandbridge upon written or oral request. If you would like additional copies of this proxy statement or if you have questions about the proposals to be presented at the Stockholder Meeting, you should contact Sandbridge in writing at Sandbridge X2 Corp, 725 5^th Ave, 23^rd Floor, New York, NY, 10022 or by telephone at (212) 292-7870.

If you have questions about the proposals or this proxy statement, would like additional copies of this proxy statement, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Okapi Partners LLC, the proxy solicitor for Sandbridge, by calling (855) 208-8902 (toll-free), or banks and brokers can call (212) 297-0720, or by emailing info@okapipartners.com. You will not be charged for any of the documents that you request.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Stockholder Meeting, or no later than , 2022.

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Annex A

The second amended and restated certificate of incorporation included in this Annex A has been marked to show the proposed deletions (with a strikethrough) and proposed additions (with an underline) to the text of Articles IX for the convenience of the reader.

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

SANDBRIDGE X2 CORP

, 2022

SANDBRIDGE X2 CORP, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is “SANDBRIDGE X2 CORP”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 15, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 9, 2021 (the “Amended and Restated Certificate”).

2. This Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate”), which both restates and further amends the provisions of the Amended and Restated Certificate, was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), and by written consent of the Corporation’s stockholders in accordance with Section 228 of the DGCL.

3. This Second Amended and Restated Certificate shall become effective on the date of filing with the Secretary of State of Delaware.

4. The text of the Second Amended and Restated Certificate is hereby amended and restated in its entirety to read as follows:

ARTICLE I

NAME

The name of the corporation is SANDBRIDGE X2 CORP (the “Corporation”).

ARTICLE II

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation, including, but not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more businesses (a “Business Combination”).

ARTICLE III

REGISTERED AGENT

The address of the Corporation’s registered office in the State of Delaware is located at c/o The Corporation Trust Company, Corporation Trust Center, 251 Little Falls Drive, Wilmington, DE 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE IV

CAPITALIZATION

Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 111,000,000 shares, consisting of (a) 110,000,000 shares of common stock (the “Common Stock”), including (i) 100,000,000 shares of Class A Common Stock (the “Class A Common Stock”) and (ii) 10,000,000 shares of Class B Common Stock (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).

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Section 4.2 Preferred Stock. Subject to Article IX of this Second Amended and Restated Certificate, the Board of Directors of the Corporation (the “Board”) is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.

Section 4.3 Common Stock.

(a) Voting.

(i) Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation.

(ii) Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.

(iii) Prior to the closing of the initial Business Combination, the holders of Class B Common Stock shall have the exclusive right to elect, remove and replace any director, and the holders of Class A Common Stock shall have no right to vote on the election, removal or replacement of any director. This Section 4.3(a)(iii) may only be amended by a resolution passed by holders of a majority of the shares of outstanding Class B Common Stock. Following the initial Business Combination, except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, holders of the Class A Common Stock and holders of the Class B Common Stock, voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), holders of shares of any series of Common Stock shall not be entitled to vote on any amendment to this Second Amended and Restated Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled exclusively, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Second Amended and Restated Certificate (including any Preferred Stock Designation) or the DGCL.

(b) Class B Common Stock.

(i) Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) (A) at any time and from time to time at the option of the holder thereof and (B) automatically upon the closing of the Business Combination.

(ii) Notwithstanding the Initial Conversion Ratio, in the case that additional shares of Class A Common Stock, or equity-linked securities (as defined below), are issued or deemed issued in excess of the amounts sold in the Corporation’s initial public offering of securities (the “Offering”) and related to the closing of the initial Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at the time of the closing of the initial Business Combination at a ratio for which:

•

the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Corporation, related to or in connection with the consummation of the initial Business Combination (excluding any shares of Class A Common Stock or equity-linked securities issued or issuable to any seller in the initial Business Combination and any private placement warrants

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issued to Sandbridge X2 Holdings LLC (the “Sponsor”) or its affiliates upon conversion of loans to the Corporation) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination; and

•	the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination.

As used herein, the term “equity-linked securities” means any securities of the Corporation which are convertible into or exchangeable or exercisable for Common Stock.

Notwithstanding anything to the contrary contained herein, (i) the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional shares of Class A Common Stock or equity-linked securities by the written consent or agreement of holders of a majority of the shares of Class B Common Stock then outstanding consenting or agreeing separately as a single class in the manner provided in Section 4.3(b)(iii), and (ii) in no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one.

The foregoing conversion ratio shall also be adjusted to account for any subdivision (by stock split, subdivision, exchange, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after the original filing of this Second Amended and Restated Certificate without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock.

Each share of Class B Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.3(b). The pro rata share for each holder of Class B Common Stock will be determined as follows: Each share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of one (1) multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted pursuant to this Section 4.3(b) and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversion.

(iii) Voting. Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation), for so long as any shares of Class B Common Stock shall remain outstanding, the Corporation shall not, without the prior vote or written consent of the holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of this Second Amended and Restated Certificate, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B Common Stock. Any action required or permitted to be taken at any meeting of the holders of Class B Common Stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B Common Stock were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt written notice of the taking of corporate action without a meeting by less than unanimous written consent of the holders of Class B Common Stock shall, to the extent required by law, be given to those holders of Class B Common Stock who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders of Class B Common Stock to take the action were delivered to the Corporation.

(c) Dividends. Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock and the provisions of Article IX hereof, the holders of shares of Common Stock shall be

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entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.

(d) Liquidation, Dissolution or Winding Up of the Corporation. Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock and the provisions of Article IX hereof, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock (on an as converted basis with respect to the Class B Common Stock) held by them.

Section 4.4 Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Second Amended and Restated Certificate or the Bylaws of the Corporation then in effect (the “Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Second Amended and Restated Certificate, and any Bylaws adopted by the stockholders of the Corporation; provided, however, that no Bylaws hereafter adopted by the stockholders of the Corporation shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

Section 5.2 Number, Election and Term.

(a) The number of directors of the Corporation shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board, subject to any contractual rights of stockholders or any series of the Preferred Stock to elect directors.

(b) Subject to Section 5.5 hereof, commencing at the first annual meeting of the stockholders of the Corporation, and at each annual meeting of the stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the second annual meeting of the stockholders after their election.

(c) Subject to Section 5.5 hereof, a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

(d) Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot.

Section 5.3 Newly Created Directorships and Vacancies. Subject to Section 5.5 hereof and the contractual rights of any stockholder, in accordance with the DGCL, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

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Section 5.4 Removal. Subject to Section 5.5 hereof and the contractual rights of any stockholder, in accordance with the DGCL, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 5.5 Preferred Stock - Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.

ARTICLE VI

BYLAWS

In furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power and is expressly authorized to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Second Amended and Restated Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws; and provided further, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

ARTICLE VII

MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT

Section 7.1 Special Meetings. Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairperson of the Board, the Chief Executive Officer of the Corporation, or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders of the Corporation to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders of the Corporation may not be called by another person or persons.

Section 7.2 Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

Section 7.3 Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Second Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, subsequent to the consummation of the Offering, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B Common Stock with respect to which action may be taken by written consent.

ARTICLE VIII

LIMITED LIABILITY; INDEMNIFICATION

Section 8.1 Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended unless they violated their duty of loyalty to the Corporation or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful

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stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Section 8.2 Indemnification and Advancement of Expenses.

(a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, excise taxes pursuant to the Employee Retirement Income Security Act of 1974, as amended (the “ERISA excise taxes”) and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, solely to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.

(b) The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Second Amended and Restated Certificate, the Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.

(c) Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Second Amended and Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

(d) This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.

ARTICLE IX

BUSINESS COMBINATION REQUIREMENTS; EXISTENCE

Section 9.1 General.

(a) The provisions of this Article IX shall apply during the period commencing upon the effectiveness of this Second Amended and Restated Certificate and terminating upon the consummation of the

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Corporation’s initial Business Combination and no amendment to this Article IX shall be effective prior to the consummation of the initial Business Combination unless approved by the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the Common Stock.

(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) not previously properly redeemed in accordance with clause (iii) below if the Corporation does not complete its initial Business Combination within 24 months from the closing of the Offering and (iii) the redemption of any Offering Shares properly submitted in connection with a stockholder vote seeking to amend any provisions of this Second Amended and Restated Certificate relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of the Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or any affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

Section 9.2 Redemption Rights.

(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”); provided, however, that the Corporation shall not redeem Offering Shares to the extent that such redemption would result in the Corporation’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule)) of at least $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the initial Business Combination upon consummation of the initial Business Combination (such limitation hereinafter called the “Redemption Limitation”). Notwithstanding anything to the contrary contained in this Second Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.

(b) If the Corporation offers to redeem the Offering Shares other than in conjunction with a stockholder vote on an initial Business Combination with a proxy solicitation pursuant to Regulation 14A of the Exchange Act (or any successor rules or regulations) and filing proxy materials with the SEC, the Corporation shall offer to redeem the Offering Shares upon the consummation of the initial Business Combination, subject to lawfully available funds therefor, in accordance with the provisions of Section 9.2(a) hereof, pursuant to a tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act (or any successor rule or regulation) (such rules and regulations hereinafter called the “Tender Offer Rules”) which it shall commence prior to the consummation of the initial Business Combination and shall file tender offer documents with the SEC prior to the consummation of the initial Business Combination that contain substantially the same financial and other information about the initial Business Combination and the Redemption Rights as is required under Regulation 14A of the Exchange Act (or any successor rule or regulation) (such rules and regulations hereinafter called the “Proxy Solicitation Rules”), even if such information is not required under the Tender Offer Rules; provided, however, that if a stockholder vote is required by law to approve the proposed initial Business Combination, or the Corporation decides to submit the proposed initial Business Combination to the stockholders for their approval for business or other legal reasons, the Corporation shall offer to redeem the Offering Shares,

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subject to lawfully available funds therefor, in accordance with the provisions of Section 9.2(a) hereof, in conjunction with a proxy solicitation pursuant to the Proxy Solicitation Rules (and not the Tender Offer Rules) at a price per share equal to the Redemption Price calculated in accordance with the following provisions of this Section 9.2(b). In the event that the Corporation offers to redeem the Offering Shares pursuant to a tender offer in accordance with the Tender Offer Rules, the Redemption Price per share of the Common Stock payable to holders of the Offering Shares tendering their Offering Shares pursuant to such tender offer shall be equal to the quotient obtained by dividing: (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest not previously released to the Corporation to pay its franchise and income taxes, by (ii) the total number of then outstanding Offering Shares. If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on the proposed initial Business Combination pursuant to a proxy solicitation, the Redemption Price per share of the Common Stock payable to holders of the Offering Shares exercising their Redemption Rights shall be equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest not previously released to the Corporation to pay its franchise and income taxes, by (b) the total number of then outstanding Offering Shares.

(c) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination pursuant to a proxy solicitation, a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), shall be restricted from seeking Redemption Rights with respect to more than an aggregate of 15% of the Offering Shares without the prior consent of the Corporation.

(d) In the event that the Corporation has not consummated an initial Business Combination ~~within~~ ~~24 months from the closing of the Offering~~ on or before December 15, 2022 or such earlier date as may be determined by the Board in its sole discretion, (the “Termination Date”), the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Board and the remaining stockholders, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

(e) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if (i) such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination and (ii) the Redemption Limitation is not exceeded.

(f) If the Corporation conducts a tender offer pursuant to Section 9.2(b), the Corporation shall consummate the proposed initial Business Combination only if the Redemption Limitation is not exceeded.

Section 9.3 Distributions from the Trust Account.

(a) A Public Stockholder shall be entitled to receive funds from the Trust Account only as provided in Sections 9.2(a), 9.2(b), 9.2(d) or 9.7 hereof. In no other circumstances shall a Public Stockholder have any right or interest of any kind in or to distributions from the Trust Account, and no stockholder other than a Public Stockholder shall have any interest in or to the Trust Account.

(b) Each Public Stockholder that does not exercise its Redemption Rights shall retain its interest in the Corporation and shall be deemed to have given its consent to the release of the remaining funds in the Trust Account to the Corporation, and following payment to any Public Stockholders exercising their Redemption Rights, the remaining funds in the Trust Account shall be released to the Corporation.

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(c) The exercise by a Public Stockholder of the Redemption Rights shall be conditioned on such Public Stockholder following the specific procedures for redemptions set forth by the Corporation in any applicable tender offer or proxy materials sent to the Public Stockholders relating to the proposed initial Business Combination, including the requirement that any Public Stockholder holder that holds Offering Shares beneficially through a nominee must identify itself to the Corporation in connection with any redemption election in order to validly redeem such Offering Shares. Holders of Offering Shares seeking to exercise their Redemption Rights may be required to either tender their certificates (if any) to the Corporation’s transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the originally scheduled vote on the proposal to approve a Business Combination. Payment of the amounts necessary to satisfy the Redemption Rights properly exercised shall be made as promptly as practical after the consummation of the initial Business Combination.

Section 9.4 Share Issuances. Prior to the consummation of the Corporation’s initial Business Combination, the Corporation shall not issue any additional shares of capital stock of the Corporation that would entitle the holders thereof to receive funds from the Trust Account or vote on any initial Business Combination, on any pre-Business Combination activity or on any amendment to this Article IX.

Section 9.5 Transactions with Affiliates. In the event the Corporation enters into an initial Business Combination with a target business that is affiliated with the Sponsor, or the directors or officers of the Corporation, the Corporation, or a committee of the independent directors of the Corporation, shall obtain an opinion from an independent accounting firm or an independent investment banking firm that such Business Combination is fair to the Corporation from a financial point of view.

Section 9.6 No Transactions with Other Blank Check Companies. The Corporation shall not enter into an initial Business Combination with another blank check company or a similar company with nominal operations.

Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) to modify the substance or timing of the Corporation’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination ~~within 24 months from the closing of the Offering~~ on or before the Termination Date or with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes, divided by the number of then outstanding Offering Shares; provided, however, that any such amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.

Section 9.8 Minimum Value of Target. The Corporation’s initial Business Combination must occur with one or more businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

ARTICLE X

CORPORATE OPPORTUNITY

To the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Second Amended and Restated Certificate or in the future, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation only with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of the Corporation and (i) such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and (ii) the director or officer is permitted to refer that opportunity to the Corporation without violating any legal obligation.

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ARTICLE XI

AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Second Amended and Restated Certificate (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Second Amended and Restated Certificate and the DGCL; and, except as set forth in Article VIII, all rights, preferences and privileges of whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to this Second Amended and Restated Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article XI; provided, however, that Article IX and Section 4.3(a)(iii) of this Second Amended and Restated Certificate may be amended only as provided therein.

ARTICLE XII

EXCLUSIVE FORUM FOR CERTAIN LAWSUITS

Section 12.1 Forum.

(a) Subject to clause (b) immediately below, and unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by applicable law, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate or the Bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction.

(b) Notwithstanding the foregoing, (i) the provisions of this Section 12.1 will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Section 12.2 Consent to Jurisdiction. If any action the subject matter of which is within the scope of Section 12.1(a) immediately above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 12.1(a) (an “Enforcement Action”) and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. If any action the subject matter of which is within the scope of Section 12.1(b)(ii) above is filed in a court other than a federal district court of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder (current, former or future), such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce Section 12.1(b)(ii) above (a “Securities Act Enforcement Action”), and (y) having service of process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder.

Section 12.3 Severability. If any provision or provisions of this Article XII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XII (including, without limitation, each portion of

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any sentence of this Article XII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.

ARTICLE XIII

APPLICATION OF DGCL SECTION 203

Section 13.1 Section 203 of the DGCL. The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.

Section 13.2 Limitation on Business Combinations. Notwithstanding the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act with any interested stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:

(a) prior to such time, the Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; or

(b) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least eighty-five percent (85%) of the voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers of the Corporation and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(c) at or subsequent to that time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Section 13.3 Certain Definitions. Solely for purposes of this Article XIII, references to:

(a) “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.

(b) “associate,” when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of twenty percent (20%) or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a twenty percent (20%) beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

(c) “business combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:

(i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a) with the interested stockholder, or (b) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation Section 13.2 is not applicable to the surviving entity;

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;

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(iii) any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (a) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (b) pursuant to a merger under Section 251(g) of the DGCL; (c) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all stockholders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all stockholders of said stock; or (e) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (c)-(e) of this subsection (iii) shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments); or

(iv) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder.

(d) “control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of twenty percent (20%) or more of the voting power of the outstanding voting stock of the Corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Article XIII, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

(e) “Exempted Person” means the Sponsor, its members and its affiliates, any of their respective direct or indirect transferees of at least 15% of the Corporation’s outstanding common stock and any “group” of which any such person is a part under Rule 13d-5 of the Exchange Act.

(f) “interested stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of fifteen percent (15%) or more of the voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of fifteen percent (15%) or more of the voting stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates and associates of such person; but “interested stockholder” shall not include (a) any Exempted Person, or (b) any person whose ownership of shares in excess of the fifteen percent (15%) limitation set forth herein is the result of any action taken solely by the Corporation; provided that with respect to clause (b) such person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

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(g) “owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:

(1) beneficially owns such stock, directly or indirectly; or

(2) has (a) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (b) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or

(3) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (b) of subsection (2) above), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

(h) “person” means any individual, corporation, partnership, unincorporated association or other entity.

(i) “stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(j) “voting stock” means stock of any class or series entitled to vote generally in the election of directors

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IN WITNESS WHEREOF, SANDBRIDGE X2 CORP has caused this Second Amended and Restated Certificate to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.

[Signature Page to Second Amended and Restated Certificate of Incorporation]

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Annex B

AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT

THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of , 2022, is made by and between Sandbridge X2 Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of March 9, 2021 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.

WHEREAS, following the closing of the Company’s initial public offering of 23,817,701 units, including the simultaneous partial exercise of the underwriters’ over-allotment option (the “Offering”) and concurrent sales of 4,509,027 private placement warrants to Sandbridge X2 Holdings LLC (the “Private Placement Warrants”), as of March 12, 2021, a total of $238,177,010.00 of the net proceeds from the Offering and the sale of the Private Placement Warrants was placed in the Trust Account;

WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) (x) upon receipt of, and only in accordance with, the terms of a Termination Letter in a form substantially similar to that attached to the Trust Agreement as Exhibit A or Exhibit B, as applicable, or (y) upon the date which is the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation;

WHEREAS, Section 6 of the Trust Agreement provides that the Trust Agreement may only be amended by a writing signed by each of the Company and the Trustee with the Consent of the Stockholders; and

WHEREAS, at a meeting of the stockholders of the Company held on or about the date hereof (the “Meeting”), at least sixty five percent (65%) of the voting power of all then outstanding shares of the Common Stock and the Company’s Class B common stock have voted to approve this Amendment Agreement;

WHEREAS, at the Meeting, the stockholders of the Company also voted to approve the second amendment and restatement of the Company’s certificate of incorporation (the certificate of incorporation, as so amended and restated, the “Restated Certificate”); and

WHEREAS, each of the Company and the Trustee desires to amend the Trust Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Amendment to the Trust Agreement.

Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after the earlier to occur of (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, and (y) the Termination Date (as such term is defined in the Company’s second amended and restated certificate of incorporation), if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not

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previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;”

Effective as of the execution hereof, Exhibit B to the Trust Agreement is hereby amended and restated in its entirety as follows (with proposed deletions marked with a strikethrough and proposed additions underlined for the convenience of the reader):

EXHIBIT B

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account - Termination Letter

Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Sandbridge X2 Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of March 9, 2021 (the “Trust Agreement”), this is to advise you that the Company did not effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated certificate of incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [ , 20 ]¹ as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended and restated certificate of incorporation. Upon the distribution of all the funds, ~~net of any payments necessary for reasonable unreimbursed expenses related to~~ ~~liquidating the Trust Account~~ net interest not previously released to the Company to pay its franchise and income taxes and up to $100,000 of net interest to pay dissolution expenses, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.

		Very truly yours,

		Sandbridge X2 Corp.

		By:
		Name:
		Title:
cc:	Citigroup Global Markets Inc.
	Deutsche Bank Securities Inc.

1	~~24 months from the closing of the Offering or at a later date, if extended.~~

2. No Further Amendment. The parties hereto agree that except as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified, in full force and effect and constitute legal and binding obligations of all parties thereto in accordance with its terms. This Amendment Agreement forms an integral and inseparable part of the Trust Agreement.

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3. References.

(a) All references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement. Notwithstanding the foregoing, references to the date of the Trust Agreement (as amended hereby) and references in the Trust Agreement to “the date hereof,” “the date of this Trust Agreement” and terms of similar import shall in all instances continue to refer to March 9, 2021.

(b) All references to the “amended and restated certificate of incorporation” in the Trust Agreement (as amended by this Amendment Agreement) and terms of similar import shall mean the Restated Certificate.

4. Governing Law; Jurisdiction. This Amendment Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

5. Counterparts. This Amendment Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

6. Other Miscellaneous Terms. The provisions of Sections 6(f), 6(h) and 6(j) of the Trust Agreement shall apply mutatis mutandis to this Amendment Agreement, as if set forth in full herein.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

[Signature Page to Amendment to Investment Management Trust Agreement]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

[Signature Page to Amendment to Investment Management Trust Agreement]

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			Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
QUESTIONS AND ANSWERS ABOUT THE STOCKHOLDER MEETING			2
SPECIAL MEETING OF SANDBRIDGE STOCKHOLDERS			14
PROPOSAL NO. 1 – THE CHARTER AMENDMENT PROPOSAL			20
PROPOSAL NO. 2 – THE TRUST AMENDMENT PROPOSAL			26
PROPOSAL NO. 3 – THE ADJOURNMENT PROPOSAL			28
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR STOCKHOLDERS EXERCISING REDEMPTION RIGHTS			29
BENEFICIAL OWNERSHIP OF SECURITIES			36
HOUSEHOLDING INFORMATION			38
WHERE YOU CAN FIND MORE INFORMATION			39

SANDBRIDGE X2 CORP

Richard Henry

Chief Financial Officer