SBII Sandbridge X2 Corp

On May 11, 2022, Sandbridge X2 Corp (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,500,000 to Sandbridge X2 Holdings LLC (the “Sponsor”). The Company drew $500,000 under the Note on May 11, 2022. Additional borrowings under the Note are at the discretion of the Sponsor and its members. The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”). If the Company does not complete a Business Combination, the Note will not be repaid and all amounts owed under it will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering. Upon the consummation of a Business Combination, the Sponsor will have the option, but not the obligation, to convert up to the principal balance of the Note into warrants of the Company, at a price of $1.50 per warrant (the “Warrants”). The terms of the Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s initial public offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.