Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 799792106
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1
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NAMES OF REPORTING PERSONS
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MAGNETAR FINANCIAL LLC
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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2
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(a) ¨
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(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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1,490,591
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,490,591
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,490,591
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.26%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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CUSIP No. 799792106
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1
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NAMES OF REPORTING PERSONS
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MAGNETAR CAPITAL PARTNERS LP
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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2
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(a) ¨
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(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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1,490,591
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,490,591
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,490,591
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.26%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, PN
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CUSIP No. 799792106
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1
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NAMES OF REPORTING PERSONS
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SUPERNOVA MANAGEMENT LLC
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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2
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(a) ¨
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(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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1,490,591
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,490,591
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,490,591
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.26%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, OO
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CUSIP No. 799792106
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1
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NAMES OF REPORTING PERSONS
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ALEC N. LITOWITZ
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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2
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(a) ¨
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(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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5
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SOLE VOTING POWER
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0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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1,490,591
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,490,591
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,490,591
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.26%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, IN
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SCHEDULE 13G
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Item 1(a)
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Name of Issuer.
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Sandbridge X2 Corp (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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725 5TH AVE, 23RD FLOOR
NEW YORK, NY 10022
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Item 2(a)
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Name of Person Filing.
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This statement is filed on behalf of each
of the following person (collectively, the “Reporting Persons”):
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i)
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Magnetar Financial LLC (“Magnetar Financial”);
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ii)
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Magnetar Capital Partners LP (Magnetar Capital Partners”);
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iii)
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Supernova Management LLC (“Supernova Management”); and
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iv)
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Alec N. Litowitz (“Mr. Litowitz”).
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This statement relates to the Shares (as defined herein) held for Magnetar
Constellation Fund II, Ltd (“Constellation Fund II”), Magnetar Constellation Master Fund, Ltd (“Constellation Master
Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”), Magnetar Capital Master Fund
Ltd (“Master Fund”) , Magnetar Discovery Master Fund Ltd ("Discovery Master Fund"), Magnetar Xing He Master Fund
Ltd (“Xing He Master Fund”), Purpose Alternative Credit Fund Ltd ("Purpose Fund"), Magnetar SC Fund Ltd (“SC
Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP (“Structured Credit Fund”), a Delaware
limited partnership; Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Purpose Alternative Credit Fund - T LLC ("Purpose
Fund - T"), Delaware limited liability companies; collectively (the “Magnetar Funds”). Magnetar Financial serves as the
investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for
the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial.
Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.
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Item 2(b)
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Address of Principal Business Office.
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The address of the principal business office of each
of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th
Floor, Evanston, Illinois 60201.
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Item 2(c)
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Place of Organization.
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i)
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Magnetar Financial is a Delaware limited liability company;
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ii)
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Magnetar Capital Partners is a Delaware limited partnership;
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iii)
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Supernova Management is a Delaware limited liability company; and
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iv)
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Mr. Litowitz is a citizen of the United States of America.
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Item 2(d)
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Title of Class of Securities.
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Common Stock
799792106
(e) x
An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E)
(g) x
A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G)
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Item 4(a)
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Amount Beneficially Owned:
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As of December 31, 2021, each of Magnetar
Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 1,490,591 Shares. The amount consists of (A) 148,257
Shares held for the account of Constellation Fund II; (B) 499,872 Shares held for the account of Constellation Master Fund; (C) 108,996
Shares held for the account of Systematic Master Fund; (D) 43,695 Shares held for the account of Master Fund; (E) 25,900 Shares
held for the account of Discovery Master Fund; (F) 173,184 Shares held for the account of Xing He Master Fund; (G) 74,784 Shares
held for the account of Purpose Fund; (H) 115,455 Shares held for the account of SC Fund; (I) 195,489 Shares held for the account
of Structured Credit Fund; (J) 80,031 Shares held for the account of Lake Credit Fund; and (K) 24,928 Shares held of the account
of Purpose Fund - T. The Shares held by the Magnetar Funds represent approximately 6.26% of the total number of Shares outstanding (calculated
pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
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Item 4(b)
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Percent of Class:
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(i) As of December 31, 2021, each of Reporting
Persons were deemed to be the beneficial owner constituting approximately 6.26% of the total number of Shares outstanding (based upon
the information provided by the Issuer in its Form 10-Q filed with the SEC on December 3, 2021, there were approximately 23,817,701
Shares outstanding as of November 5, 2021).
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Item4(c)
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Number of Shares of which such
person has:
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Magnetar Financial, Magnetar Capital Partners,
Supernova Management, and Mr. Litowitz:
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(i)
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Sole power to vote or to direct the vote:
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0
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(ii)
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Shared power to vote or to direct the vote :
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1,490,591
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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1,490,591
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Item 5
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Ownership of Five Percent or Less of a Class.
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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 5 percent of the class of securities,
check the following ¨.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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This Item 6 is not applicable.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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This Item 7 is not applicable.
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Item 8
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Identification and Classification of Members of the Group.
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This Item 8 is not applicable.
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Item 9
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Notice of Dissolution of Group.
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This Item 9 is not applicable.
By signing below the Reporting
Persons certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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.
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: January 21, 2022
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magnetar financial llc
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By:
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Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name: Alec N. Litowitz
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Title:
Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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Date: January 21, 2022
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magnetar capital partners LP
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By:
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Supernova Management LLC, its General Partner
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By:
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/s/ Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager of Supernova Management LLC
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Date: January 21, 2022
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supernova management llc
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By:
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/s/ Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager
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Date: January 21, 2022
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/s/ Alec N. Litowitz
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Alec N. Litowitz
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EXHIBIT INDEX
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Ex.
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A
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Joint Filing Agreement
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement
on Schedule 13G with respect to the Shares of Sandbridge X2 Corp dated as of December 31, 2021 is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with
the previsions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
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Date: January 21, 2022
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magnetar financial llc
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By:
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Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name: Alec N. Litowitz
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Title:
Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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Date: January 21, 2022
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magnetar capital partners LP
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By:
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Supernova Management LLC, its General Partner
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By:
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/s/ Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager of Supernova Management LLC
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Date: January 21, 2022
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supernova management llc
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By:
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/s/ Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager
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Date: January 21, 2022
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/s/ Alec N. Litowitz
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Alec N. Litowitz
|