Delaware
(State or other jurisdiction of incorporation)
|
001-39516
(Commission File Number)
|
85-1615012
(I.R.S. Employer Identification No.)
|
2500 Executive Parkway, Ste. 500
Lehi, Utah
|
84043
|
|
(Address of principal executive offices)
|
(Zip Code)
|
◻
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
◻
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
◻
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
◻
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
Common stock, $0.0001 par value per share
|
OWLT
|
New York Stock Exchange
|
||
Warrants to purchase common stock
|
OWLT WS
|
New York Stock Exchange
|
Exhibit
No.
|
Description
|
|
Business Combination Agreement, dated as of February 15, 2021, by and among the Registrant, Project Olympus Merger Sub, Inc. and Owlet Baby Care Inc. (incorporated by reference to
Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on February 16, 2021).
|
||
Amended and Restated Certificate of Incorporation of Owlet, Inc. (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 (File No. 333-254888) March 31,
2021).
|
||
Bylaws of Owlet, Inc. (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 (File No. 333-254888) filed on March 31, 2021).
|
||
Warrant Agreement, dated September 14, 2020, between Sandbridge Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the
Current Report on Form 8-K filed on September 18, 2020).
|
||
Specimen Warrant Certificate of the Registrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-254888), filed on September
1, 2020).
|
||
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4 (File No. 333-254888), filed on May 28, 2021).
|
||
Amended and Restated Registration Rights Agreement, by and among Owlet, Inc. and the holders party thereto.
|
||
Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on February 16, 2021).
|
||
Sponsor Letter Agreement, dated as of February 15, 2021, by and among Sandbridge Acquisition Holdings LLC, certain initial stockholders of the Sandbridge and Owlet, Inc. (incorporated
by reference to Exhibit 10.2 of the Registrant’s Form 8-K, filed with the SEC on February 16, 2021).
|
||
Owlet, Inc. 2021 Incentive Award Plan.
|
||
Owlet, Inc. 2021 Employee Stock Purchase Plan.
|
||
Owlet Baby Care Inc. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-4 (File No. 333-254888), filed on March 31, 2021).
|
||
Form of Owlet Baby Care Inc. Stock Option Grant Notice under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.7(a) to the Registration Statement on Form S-4 (File
No. 333-254888) filed on March 31, 2021).
|
||
Form of Restricted Stock Grant Agreement Award Notice under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.7(b) to the Registration Statement on Form S-4 (File
No. 333-254888) filed on March 31, 2021).
|
||
Form of Restricted Stock Unit Award Agreement under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.7(c) to the Registration Statement on Form S-4 (File No.
333-254888) filed on March 31, 2021).
|
||
Stockholders Agreement, dated as of July 15, 2021, by and among the Company, Eclipse Ventures Fund I, L.P. and Eclipse Continuity Fund I, L.P.
|
||
Amended and Restated Offer of Employment Letter, dated as of March 30, 2021, by and between Owlet, Inc. and Michael Abbott (incorporated by reference to Exhibit 10.8 to the Registration
Statement on Form S-4 (File No. 333-254888) filed on March 31, 2021).
|
||
Amended and Restated Offer of Employment Letter, dated as of March 29, 2021, by and between Owlet, Inc. and Kurt Workman (incorporated by reference to Exhibit 10.9 to the Registration
Statement on Form S-4 (File No. 333-254888) filed on March 31, 2021).
|
||
Offer of Employment Letter, dated as of March 3, 2021, by and between Owlet, Inc. and Kate Scolnick (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form
S-4 (File No. 333-254888) filed on March 31, 2021).
|
Manufacturing and Supply Agreement, dated as of June 21, 2018, by and between Owlet Baby Care Inc. and Shenzhen Aoni Electronic Co., Ltd. (incorporated by reference to Exhibit 10.12 to
the Registration Statement on Form S-4 (File No. 333-254888) filed on March 31, 2021).
|
||
Subscription Agreement, dated as of May 20, 2014, by and between Owlet Baby Care Inc. and Ayla Networks, Inc. (incorporated by reference to Exhibit 10.12 to the Registration Statement
on Form S-4 (File No. 333-254888) filed on March 31, 2021).
|
||
Amendment to Subscription Agreement, dated as of July 14, 2020, by and between Owlet Baby Care Inc. and Ayla Networks, Inc. (incorporated by reference to Exhibit 10.12(a) to the
Registration Statement on Form S-4 (File No. 333-254888) filed on March 31, 2021).
|
||
Manufacturing Services Agreement, dated as of October 24, 2017, by and between Owlet Baby Care Inc. and Benchmark Electronics, Inc. (incorporated by reference to Exhibit 10.13 to the
Registration Statement on Form S-4 (File No. 333-254888) filed on March 31, 2021).
|
||
Amendment No. 1 to Manufacturing Services Agreement, dated as of July 5, 2018, by and between Owlet Baby Care Inc. and Benchmark Electronics, Inc. (incorporated by reference to Exhibit
10.13(a) to the Registration Statement on Form S-4 (File No. 333-254888) filed on March 31, 2021).
|
||
Amendment No. 2 to Manufacturing Services Agreement, dated as of September 23, 2020, by and between Owlet Baby Care Inc. and Benchmark Electronics, Inc. (incorporated by reference to
Exhibit 10.13(b) to the Registration Statement on Form S-4 (File No. 333-254888) filed on March 31, 2021).
|
||
Kalay Service and License Agreement, dated as of January 31, 2018, by and between Owlet Baby Care Inc. and ThroughTek Co. Ltd. (incorporated by reference to Exhibit 10.14 to the
Registration Statement on Form S-4 (File No. 333-254888) filed on March 31, 2021).
|
||
Second Amended and Restated Loan and Security Agreement, dated as of April 22, 2020, by and between Owlet Baby Care Inc. and Silicon Valley Bank (incorporated by reference to Exhibit
10.15 to the Registration Statement on Form S-4 (File No. 333-24832) filed on March 31, 2021).
|
||
First Amendment to Second Amended and Restated Loan and Security Agreement, dated as of April 23, 2020, by and between Owlet Baby Care Inc. and Silicon Valley Bank (incorporated by
reference to Exhibit 10.15(a) to the Registration Statement on Form S-4 (File No. 333-254888) filed on March 31, 2021).
|
||
Second Amendment to Second Amended and Restated Loan and Security Agreement, dated as of September 22, 2020, by and between Owlet Baby Care Inc. and Silicon Valley bank (incorporated by
reference to Exhibit 10.15(b) to the Registration Statement on Form S-4 (File No. 333-254888) filed on March 31, 2021).
|
||
Default Waiver, Consent and Third Amendment to Second Amended and Restated Loan and Security Agreement, dated as of March 10, 2021, by and between Owlet Baby Care Inc. and Silicon
Valley Bank (incorporated by reference to Exhibit 10.16(c) to the Registration Statement on Form S-4 (File No. 333-254888) filed on March 31, 2021).
|
||
Fourth Amendment to Second Amended and Restated Loan and Security Agreement, dated as of May 14, 2021, by and between Owlet Baby Care Inc. and Silicon Valley Bank(incorporated by
reference to Exhibit 10.15(d) to the Registration Statement on Form S-4 (File No. 333-254888) filed on May 28, 2021).
|
||
Fifth Amendment to Second Amended and Restated Loan and Security Agreement, dated as of May 25, 2021, by and between Owlet Baby Care Inc. and Silicon Valley Bank (incorporated by
reference to Exhibit 10.15(e) to the Registration Statement on Form S-4 (File No. 333-254888) filed on May 28, 2021).
|
||
Owlet, Inc. Code of Business Conduct and Ethics
|
||
Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission.
|
||
Unaudited pro forma condensed combined financial information of Sandbridge Acquisition Corp. and Old Owlet as of and for the three months ended March 31, 2021 and as of and for the year
ended December 31, 2020.
|
||
Press Release dated July 15, 2021.
|
† |
The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a
copy of any omitted annex, schedule or exhibit to the SEC upon request.
|
+ |
Indicates a management contract or compensatory plan.
|
# |
Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10).
|
Owlet, Inc.
|
||
Date: July 21, 2021
|
By:
|
/s/ Kate Scolnick
|
Name:
|
Kate Scolnick
|
|
Title:
|
Chief Financial Officer
|
1.
|
DEFINITIONS. The following capitalized terms used herein have the
following meanings:
|
2
|
REGISTRATION RIGHTS.
|
2.1
|
Shelf Registration.
|
TABLE OF CONTENTS
2.2
|
Piggyback Registration.
|
3
|
REGISTRATION PROCEDURES
|
To the Company:
|
||||||
|
| |
|
| |
|
|
| |
Owlet Baby Care Inc.
|
|||
|
| |
2500 Executive Parkway
|
|||
|
| |
Lehi, UT 84043
|
|||
|
| |
Email:
|
| |
mabbott@owletcare.com; jbriem@owletcare.com
|
|
| |
Attention:
|
| |
Mike Abbott, President, and Jake Briem, General Counsel
|
|
| |
COMPANY:
|
|||
|
| |
|
| |
|
|
| |
OWLET, INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Kurt Workman
|
|
| |
|
| |
Name: Kurt Workman
|
|
| |
|
| |
Title: Chief Executive Officer
|
|
| |
|
| |
|
|
| |
HOLDERS:
|
TRILOGY EQUITY PARTNERS, LLC
|
||
By:
|
/s/ Amy McCullough
|
|
Name: Amy McCullough
|
||
Title: President, Managing Director
|
||
By:
|
/s/ Lior Susan
|
|
Name: Lior Susan
|
||
ECLIPSE VENTURES FUND I, L.P.
|
||
By:
|
/s/ Lior Susan
|
|
Name: Lior Susan
|
||
Title: GP
|
||
ECLIPSE CONTINUITY FUND I, L.P.
|
||
By:
|
/s/ Lior Susan
|
|
Name: Lior Susan
|
||
Title: GP
|
||
By:
|
/s/ Michael Abbott
|
|
Name: Michael Abbott
|
||
By:
|
/s/ Amy McCullough
|
|
Name: Amy McCullough
|
||
By:
|
/s/ Kurt Workman
|
|
Name: Kurt Workman
|
||
SANDBRIDGE ACQUISITION HOLDINGS LLC
|
||
By:
|
/s/ Richard Henry
|
|
Name: Richard Henry
|
||
Title: Manager
|
||
SANDBRIDGE SPONSOR LLC
|
||
By:
|
/s/ Sandbridge Sponsor LLC
|
|
Name: Richard Henry
|
||
Title: Manager
|
||
GCCU IX LLC
|
||
By:
|
/s/ Russell D. Gannaway
|
|
Name: Russell D. Gannaway
|
||
Title: Authorized Person
|
||
TOCU XXXIV LLC
|
||
By:
|
/s/ Russell D. Gannaway
|
|
Name: Russell D. Gannaway
|
||
Title: Authorized Person
|
||
By:
|
/s/ Mike Goss
|
|
Name: Mike Goss
|
||
By:
|
/s/ Tommy Hilfiger
|
|
Name: Tommy Hilfiger
|
||
By:
|
/s/ Ramez Toubassy
|
|
Name: Ramez Toubassy
|
||
By:
|
/s/ Domenico De Sole
|
|
Name: Domenico De Sole
|
|
| |
/s/ Jacob Briem
|
|
| |
Corporate Secretary
|
|
| |
/s/ Jacob Briem
|
|
| |
Corporate Secretary
|
|
| |
COMPANY:
|
|||
|
| |
|
|||
|
| |
OWLET, INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Kurt Workman
|
|
| |
Name:
|
| |
Kurt Workman
|
|
| |
Title:
|
| |
CEO
|
|
| |
|
| |
|
|
| |
ECLIPSE:
|
|||
|
| |
|
| |
|
|
| |
ECLIPSE VENTURES FUND I, L.P.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Lior Susan
|
|
| |
Name:
|
| |
Lior Susan
|
|
| |
Title:
|
| |
GP
|
|
| |
|
| |
|
|
| |
ADDRESS:
|
| |
|
|
| |
514 High Street, Suite 4
|
|||
|
| |
Palo Alto, CA 94301
|
|||
|
| |
|
|||
|
| |
|
| |
|
|
| |
ECLIPSE CONTINUITY FUND I, L.P.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Lior Susan
|
|
| |
Name:
|
| |
Lior Susan
|
|
| |
Title:
|
| |
GP
|
|
| |
|
| |
|
|
| |
ADDRESS:
|
| |
|
|
| |
514 High Street, Suite 4
|
|||
|
| |
Palo Alto, CA 94301
|
|||
|
| |
|
I. |
introduction
|
|
A. |
Purpose
|
|
B. |
Seeking Help and Information
|
|
C. |
Reporting Violations of the Code
|
|
D. |
Policy Against Retaliation
|
|
E. |
Waivers of the Code
|
II. |
Conflicts of Interest
|
|
A. |
Identifying Potential Conflicts of Interest
|
|
● |
Outside Employment. An employee being employed by, serving as a director of,
or providing any services to a company that the individual knows or suspects is a material customer, supplier or competitor of the Company (other than services to be provided as part of an employee’s job responsibilities for the Company).
|
|
● |
Improper Personal Benefits. An employee or director obtaining any material
(as to him or her) personal benefits or favors because of his or her position with the Company. Please see “Gifts and Entertainment” below for additional guidelines in this area.
|
|
● |
Financial Interests. An employee having a “material interest” (ownership or
otherwise) in any company that the individual knows or suspects is a material customer, supplier or competitor of the Company and using his or her position to influence a transaction with such company. Whether an employee has a “material
interest” will be determined by an Authorized Officer or the Board of Directors, as applicable, in light of all of the circumstances, including consideration of the relationship of the employee to the customer, supplier or competitor, the
relationship of the employee to the specific transaction and the importance of the interest to the employee having the interest.
|
|
● |
Loans or Other Financial Transactions. An employee or director obtaining
loans or guarantees of personal obligations from, or entering into any other personal financial transaction with, any company that the individual knows or suspects is a material customer, supplier or competitor of the Company. This guideline
does not prohibit arms-length transactions with banks, brokerage firms or other financial institutions.
|
|
● |
Service on Boards and Committees. An employee or director serving on a board
of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably would be expected to conflict with those of the Company.
|
|
● |
Actions of Family Members. The actions of family members outside the
workplace may also give rise to the conflicts of interest described above because they may influence an employee’s or director’s objectivity in making decisions on behalf of the Company. For purposes of this Code, “family members” include
your spouse or life-partner, brothers, sisters, parents, in-laws and children whether such relationships are by blood or adoption.
|
|
B. |
Disclosure of Conflicts of Interest
|
III. |
Corporate Opportunities
|
IV. |
Confidential Information
|
V. |
Competition and Fair Dealing
|
VI. |
Gifts and Entertainment
|
VII. |
Company Records
|
VIII. |
Protection and Use of Company Assets
|
IX. |
Accuracy of Financial Reports and Other Public Communications
|
X. |
Compliance with Laws and Regulations
|
|
A. |
Interactions with Governments
|
|
B. |
Political Contributions and Volunteer Activities
|
|
C. |
Compliance with Antitrust Laws
|
|
1. |
Meetings with Competitors
|
|
2. |
Professional Organizations and Trade Associations
|
|
D. |
Compliance with Insider Trading Laws
|
|
1. |
Public Communications Generally
|
|
2. |
Compliance with Regulation FD
|
XI. |
Environment, Health and Safety
|
|
A. |
Environment
|
|
B. |
Health and Safety
|
|
C. |
Employment Practices
|
|
D. |
Harassment and Discrimination
|
|
E. |
Alcohol and Drugs
|
|
F. |
Violence Prevention and Weapons
|
XII. |
Personal Conduct and Social Media
|
XIII. |
Acknowledgement
|
XIV. |
Conclusion
|
%
|
||||||||
Owlet equityholders (1)
|
90,791,573
|
80.5
|
%
|
|||||
Sandbridge’s public stockholders
|
3,241,227
|
2.9
|
%
|
|||||
Sponsor & related parties (2)
|
5,750,000
|
5.1
|
%
|
|||||
PIPE investors
|
13,000,000
|
11.5
|
%
|
|||||
Pro Forma Owlet Common Stock at Closing
|
112,782,800
|
100.0
|
%
|
Sandbridge
(historical)
|
Owlet Baby
Care Inc.
(historical)
|
Transaction
Accounting
Adjustments
|
Pro Forma
Combined
|
|||||||||||||||||
Assets
|
||||||||||||||||||||
Current assets:
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
827
|
$
|
12,811
|
$
|
230,090
|
(1
|
)
|
||||||||||||
130,000
|
(2
|
)
|
||||||||||||||||||
(27,602
|
)
|
(3
|
)
|
|||||||||||||||||
(197,588
|
)
|
(13
|
)
|
|||||||||||||||||
(9,900
|
)
|
(14
|
)
|
138,638
|
||||||||||||||||
Accounts receivable, net
|
12,769
|
12,769
|
||||||||||||||||||
Inventory
|
10,583
|
10,583
|
||||||||||||||||||
Capitalized transaction costs
|
3,160
|
(3,160
|
)
|
(12
|
)
|
-
|
||||||||||||||
Prepaid expenses and other current assets
|
287
|
1,612
|
|
|
|
|
1,899
|
|||||||||||||
Total current assets
|
$
|
1,114
|
$
|
40,935
|
$
|
121,840
|
$
|
163,889
|
||||||||||||
Cash and marketable securities held in trust
account
|
230,090
|
-
|
(230,090
|
)
|
(1
|
)
|
-
|
|||||||||||||
Property and equipment, net
|
1,599
|
1,599
|
||||||||||||||||||
Intangible assets, net
|
590
|
590
|
||||||||||||||||||
Other noncurrent assets
|
189
|
189
|
||||||||||||||||||
Total assets
|
$
|
231,204
|
$
|
43,313
|
$
|
(108,250
|
)
|
$
|
166,267
|
|||||||||||
Liabilities, redeemable convertible preferred stock, and stockholders’ deficit
|
||||||||||||||||||||
Current liabilities:
|
||||||||||||||||||||
Accounts payable
|
19,341
|
|
|
|
|
19,341
|
||||||||||||||
Accrued and other expenses
|
3,456
|
10,440
|
13,896
|
|||||||||||||||||
Deferred revenues
|
1,573
|
1,573
|
||||||||||||||||||
Line of credit
|
12,500
|
12,500
|
||||||||||||||||||
Related party convertible notes payable, current portion
|
7,019
|
(7,019
|
)
|
(7
|
)
|
-
|
||||||||||||||
Long-term debt, current portion
|
3,563
|
3,563
|
||||||||||||||||||
Total current liabilities
|
$
|
3,456
|
$
|
54,436
|
$
|
(7,019
|
)
|
$
|
50,873
|
|||||||||||
Deferred rent, net of current portion
|
301
|
301
|
||||||||||||||||||
Long-term deferred revenues, net of current portion
|
152
|
152
|
||||||||||||||||||
Long-term debt, net of current portion
|
8,416
|
8,416
|
||||||||||||||||||
Preferred stock warrant liability
|
7,601
|
(7,601
|
)
|
(8
|
)
|
|||||||||||||||
Warrant liability
|
18,462
|
18,462
|
||||||||||||||||||
Other long-term liabilities
|
13
|
13
|
||||||||||||||||||
Deferred underwriting fee payable
|
8,050
|
(8,050
|
)
|
(3
|
)
|
-
|
||||||||||||||
Total liabilities
|
$
|
29,968
|
$
|
70,919
|
$
|
(22,670
|
)
|
$
|
78,217
|
|||||||||||
Commitments and contingencies
|
||||||||||||||||||||
Redeemable convertible series A and series A-1 preferred stock
|
23,652
|
(23,652
|
)
|
(9
|
)
|
-
|
||||||||||||||
Redeemable convertible series B and series B-1 preferred stock
|
23,536
|
(23,536
|
)
|
(9
|
)
|
-
|
||||||||||||||
Class A common stock subject to redemption
|
196,236
|
(196,236
|
)
|
(4
|
)
|
-
|
||||||||||||||
Stockholders’ equity (deficit)
|
||||||||||||||||||||
Class A common stock
|
1
|
1
|
(2
|
)
|
||||||||||||||||
2
|
(4
|
)
|
||||||||||||||||||
10
|
(5
|
)
|
||||||||||||||||||
1
|
(11
|
)
|
||||||||||||||||||
(9
|
)
|
(10
|
)
|
|||||||||||||||||
(2
|
)
|
(13
|
)
|
4
|
||||||||||||||||
Class B common stock
|
1
|
(1
|
)
|
(11
|
)
|
-
|
||||||||||||||
Additional paid-in capital
|
11,729
|
4,780
|
129,999
|
(2
|
)
|
|||||||||||||||
(11,237
|
)
|
(3
|
)
|
|||||||||||||||||
196,234
|
(4
|
)
|
||||||||||||||||||
(10
|
)
|
(5
|
)
|
|||||||||||||||||
(6,730
|
)
|
(6
|
)
|
|||||||||||||||||
7,019
|
(7
|
)
|
||||||||||||||||||
7,601
|
(8
|
)
|
||||||||||||||||||
1,000,000
|
(10
|
)
|
||||||||||||||||||
(999,991
|
)
|
(10
|
)
|
|||||||||||||||||
47,188
|
(9
|
)
|
||||||||||||||||||
(3,160
|
)
|
(12
|
)
|
|||||||||||||||||
(197,586
|
)
|
(13
|
)
|
|||||||||||||||||
(1,059
|
)
|
(14
|
)
|
184,777
|
||||||||||||||||
Accumulated deficit
|
(6,730
|
)
|
(79,575
|
)
|
6,730
|
(6
|
)
|
|||||||||||||
(8,315
|
)
|
(3
|
)
|
|||||||||||||||||
(8,841
|
)
|
(14
|
)
|
(96,731
|
)
|
|||||||||||||||
Total stockholders’ equity (deficit)
|
$
|
5,000
|
$
|
(74,794
|
)
|
$
|
157,844
|
$
|
88,050
|
|||||||||||
Total liabilities, redeemable convertible preferred stock, redeemable common stock and stockholders’ equity (deficit)
|
$
|
231,204
|
$
|
43,313
|
$
|
(108,250
|
)
|
$
|
166,267
|
For the
Three
Months
Ended
March 31,
2021
|
For the
Three
Months
Ended
March 31,
2021
|
For the Three Months Ended
March 31, 2021
|
||||||||||||||||||
Sandbridge
(historical)
|
Owlet Baby
Care Inc.
(historical)
|
Transaction
Accounting
Adjustments
|
Pro Forma
Combined |
|||||||||||||||||
Revenues
|
$
|
21,911
|
$
|
21,911
|
||||||||||||||||
Cost of revenues
|
9,228
|
|
9,228
|
|
||||||||||||||||
Gross profit
|
12,683
|
12,683
|
||||||||||||||||||
Operating expenses:
|
||||||||||||||||||||
General and administrative
|
3,588
|
5,981
|
9,569
|
|||||||||||||||||
Sales and marketing
|
6,118
|
6,118
|
||||||||||||||||||
Research and development
|
3,432
|
3,432
|
||||||||||||||||||
Total operating expenses
|
3,588
|
15,531
|
19,119
|
|||||||||||||||||
Other income (expense):
|
||||||||||||||||||||
Interest expense
|
(417
|
)
|
85
|
(2A
|
)
|
(332
|
)
|
|||||||||||||
Interest income
|
-
|
-
|
||||||||||||||||||
Preferred stock warrant liability mark to market
|
(4,608
|
)
|
4,608
|
(3A
|
)
|
|||||||||||||||
Warrant liability mark to market
|
5,068
|
5,068
|
||||||||||||||||||
Other income (expenses), net
|
37
|
21
|
(37
|
)
|
(1A
|
)
|
21
|
|||||||||||||
Stock option cash out liability mark to market expense
|
(8,841
|
)
|
(5A
|
)
|
(8,841
|
)
|
||||||||||||||
Total other income (expense), net
|
5,105
|
(5,004
|
)
|
(4,185
|
)
|
(4,084
|
)
|
|||||||||||||
Loss before income tax provision
|
1,517
|
(7,852
|
)
|
(4,185
|
)
|
(10,520
|
)
|
|||||||||||||
Income tax provision
|
-
|
(5
|
)
|
(4A
|
)
|
(5
|
)
|
|||||||||||||
Net loss
|
$
|
1,517
|
$
|
(7,857
|
)
|
$
|
(4,185
|
)
|
$
|
(10,525
|
)
|
|||||||||
Net loss per share
attributable to common
stockholders, Class A
redeemable common
stock, basic and
diluted
|
$
|
-
|
$
|
(0.73
|
)
|
$
|
-
|
$
|
(0.10
|
)
|
||||||||||
Net income per share
attributable to common
stockholders, Class B
non-redeemable
common stock, basic
and diluted
|
$
|
0.26
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||
Weighted-average
number of shares
outstanding of Class A
redeemable common
stock used to compute
net loss per share
attributable to common
stockholders, basic and
diluted
|
23,000,000
|
10,828,882
|
70,396,418
|
(5A
|
)
|
109,975,300
|
||||||||||||||
Weighted-average
number of shares
outstanding of Class A
and Class B
non-redeemable
common stock used to
compute net loss per
share attributable to
common stockholders,
basic and diluted
|
5,750,000
|
June 23,
2020
(inception
to
December
31, 2020
|
For the
Year Ended
December
31, 2020
|
For the Year Ended
December 31, 2020
|
||||||||||||||||||
Restated
Sandbridge (historical)
|
Owlet Baby
Care Inc.
(historical)
|
Transaction
Accounting
Adjustment
s |
Pro Forma
Combined
|
|||||||||||||||||
Revenues
|
$
|
75,403
|
$
|
75,403
|
||||||||||||||||
Cost of revenues
|
39,526
|
39,526
|
||||||||||||||||||
Gross profit
|
35,877
|
35,877
|
||||||||||||||||||
Operating expenses:
|
||||||||||||||||||||
General and administrative
|
480
|
13,140
|
13,620
|
|||||||||||||||||
Sales and marketing
|
19,263
|
19,263
|
||||||||||||||||||
Research and development
|
10,465
|
10,465
|
||||||||||||||||||
Total operating expenses
|
480
|
42,868
|
43,348
|
|||||||||||||||||
Other income (expense):
|
||||||||||||||||||||
Interest expense
|
(1,420
|
)
|
434
|
(2A
|
)
|
(986
|
)
|
|||||||||||||
Interest income
|
38
|