As of the close of business on August 6, 2021, the reporting persons beneficially owned an aggregate of 1,408,235 shares of the Issuer’s Class A Common Stock as a result of holding 600,550 shares of the Issuer’s Class A Common Stock and 807,685 of the Issuer’s units. Each unit consists of one share of the Issuer’s Class A Common Stock and one-third of one warrant. Each whole warrant entitles the holder to purchase one share of the Issuer’s Class A Common Stock. The Issuer’s warrants will become exercisable 30 days after the completion of the Issuer’s initial business combination. Specifically, as of the close of business on August 6, 2021:
i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 171,500 shares of the Issuer’s Class A Common Stock;
ii) Riverview Group LLC, a Delaware limited liability company ("Riverview Group"), beneficially owned 400,000 shares of the Issuer’s Class A Common Stock;
iii) ICS Opportunities II LLC, a Cayman Islands limited liability company ("ICS Opportunities II"), beneficially owned 36,735 shares of the Issuer’s Class A Common Stock as a result of holding 29,050 shares of the Issuer’s Class A Common Stock and 7,685 of the Issuer’s units; and
iv) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 800,000 shares of the Issuer’s Class A Common Stock as a result of holding 800,000 of the Issuer’s units, which together with the shares of the Issuer’s Class A Common Stock beneficially owned by Integrated Core Strategies, Riverview Group and ICS Opportunities II represented 1,408,235 shares of the Issuer’s Class A Common Stock or 5.9% of the Issuer’s Class A Common Stock outstanding.
Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities II and ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II and ICS Opportunities.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and Riverview Group and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Management is also the general partner of the 100% owner of ICS Opportunities II and ICS Opportunities and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II and ICS Opportunities.
Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II and ICS Opportunities.
The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Riverview Group, ICS Opportunities II and ICS Opportunities.
The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, Riverview Group, ICS Opportunities II or ICS Opportunities, as the case may be.
(b) Percent of Class:
As of the close of business on August 6, 2021, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 1,408,235 shares of the Issuer’s Class A Common Stock or 5.9% of the Issuer’s Class A Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 23,817,701 shares of the Issuer’s Class A Common Stock outstanding as of May 31, 2021, as reported in the Issuer’s Form 10-Q filed on June 22, 2021.
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CUSIP
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799792106
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SCHEDULE 13G
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(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
1,408,235 (See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
1,408,235 (See Item 4(b))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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SCHEDULE 13G
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of August 6, 2021, by and among 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 A. Englander.
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CUSIP
No.
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799792106
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SCHEDULE 13G
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: August 6, 2021
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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RIVERVIEW GROUP LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A.
Englander
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Israel
A. Englander
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CUSIP
No.
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799792106
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SCHEDULE 13G
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EXHIBIT I
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JOINT
FILING AGREEMENT
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This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.0001 per share, of Sandbridge X2 Corp., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: August 6, 2021
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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RIVERVIEW GROUP LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM MANAGEMENT LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Gil Raviv
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Name: Gil Raviv
Title: Global General Counsel
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/s/ Israel A.
Englander
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Israel A. Englander
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