Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 25, 2021, Sandbridge X2 Corp. (the "Company") received a notice from the
New York Stock Exchange (the "NYSE") indicating that the Company is not in
compliance with Section 802.01E of the NYSE Listed Company Manual as a result of
its failure to timely file the Quarterly Report on Form 10-Q for the quarter
ended March 31, 2021 (the "Q1 2021 Form 10-Q") with the U.S. Securities and
Exchange Commission (the "SEC").
The notice has no immediate effect on the listing or trading of the Company's
securities on the NYSE. The NYSE has informed the Company that it will have six
months from May 24, 2021 to file the Q1 2021 Form 10-Q with the SEC and may
regain compliance with the NYSE listing standards at any time prior to that date
by filing its Q1 2021 Form 10-Q. If the Company does not file its Q1 2021 Form
10-Q before the compliance deadline, the NYSE may grant an additional six month
extension for the Company to regain compliance at its sole discretion.
As previously disclosed in the Form 12b-25 filed by the Company on May 17, 2021,
the Company reevaluated the accounting treatment of its warrants (the
"Warrants") following the issuance of the "Staff Statement on Accounting and
Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies" (the "SEC Statement") by the Acting Director of the Division of
Corporation Finance and Acting Chief Accountant of the SEC. The Company
concluded that, based on the SEC Statement, the Warrants should be accounted for
as a liability and measured at fair value with changes in fair value each period
reported in the Company's statement of operations. The Company is in the process
of completing its final analysis of this change and working diligently with its
auditors in order to finalize the Q1 2021 Form 10-Q, which will be filed as soon
as is practicable.
On June 1, 2021, the Company issued a press release regarding receipt of the
notice from the NYSE. The press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated June 1, 2021
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