Delaware
|
7370
|
85-1615012
|
||
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification No.) |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
|
||||||||
Title of Each Class of
Securities to be Registered |
|
Amount
to be Registered(1) |
|
Proposed
Maximum
Offering Price
Per Share
|
|
Proposed
Maximum Aggregate
Offering Price |
|
Amount of
Registration Fee
|
Common Stock, par value $0.0001 per share
|
|
18,100,000(2)
|
|
$11.50(3)
|
|
$208,150,000
|
|
$22,709.17
|
Common Stock, par value $0.0001 per share
|
|
71,851,010(4)
|
|
$9.01(5)
|
|
$647,377,600.10
|
|
$70,628.90
|
Common Stock, par value $0.0001 per share
|
|
5,512,592(6)
|
|
$1.45(7)
|
|
$7,993,258.40
|
|
$872.07
|
Warrants to purchase Common Stock
|
|
6,600,000
|
|
—
|
|
—
|
|
—(8)
|
Total
|
|
|
|
|
|
$863,520,858.50
|
|
$94,210.14(9)
|
|
||||||||
|
(1)
|
Pursuant to Rule 416 under the Securities Act (as defined below), this registration statement also covers any additional number of shares of Common Stock (as defined below) issuable upon stock splits, stock dividends or other distribution, recapitalization or similar events with respect to the shares of Common Stock being registered pursuant to this registration statement.
|
(2)
|
Consists of (a) 6,600,000 shares of Common Stock issuable upon the exercise of 6,600,000 Private Placement Warrants (as defined below) by the holders thereof and (b) 11,500,000 shares of Common Stock issuable upon the exercise of 11,500,000 Public Warrants (as defined below) by the holders thereof.
|
(3)
|
The price per share is based upon the exercise price per Warrant (as defined below) of $11.50 per share.
|
(4)
|
Represents the sum of (a) 58,883,010 shares of Common Stock issued in connection with the Merger described herein and (b) 12,968,000 shares of Common Stock issued to certain qualified institutional buyers and accredited investors in private placements consummated in connection with the Business Combination.
|
(5)
|
Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $9.01, which is the average of the high ($9.28) and low ($8.74) prices of the Common Stock on NYSE (as defined below) on August 17, 2021.
|
(6)
|
Consists of 5,512,592 shares of common stock reserved for issuance upon the exercise of options to purchase Common Stock.
|
(7)
|
Pursuant to Rule 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $1.45, which is the weighted average exercise price at which the options covered by this registration statement may be exercised.
|
(8)
|
In accordance with Rule 457(g), the entire registration fee for the Warrants is allocated to the shares of Common Stock underlying the Warrants, and no separate fee is payable for the Warrants.
|
(9)
|
Previously paid.
|
• |
the impact of the
COVID-19
pandemic on our business, financial condition and results of operations;
|
• |
our ability to realize the benefits of the Business Combination, which may be affected by, among other things, competition and our ability to grow and manage growth profitably;
|
• |
legal proceedings, regulatory disputes, and governmental inquiries;
|
• |
privacy and data protection laws, privacy or data breaches, or the loss of data;
|
• |
the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;
|
• |
any defects in new products or enhancements to existing products;
|
• |
our ability to continue to develop new products and innovations to meet constantly evolving customer demands;
|
• |
our ability to obtain and maintain regulatory approval for our products, and any related restrictions and limitations of any approved product;
|
• |
our ability to hire, retain, manage and motivate employees, including key personnel;
|
• |
our ability to enhance future operating and financial results;
|
• |
changes in and our compliance with laws and regulations applicable to our business;
|
• |
our ability to upgrade and maintain our information technology systems;
|
• |
our ability to acquire and protect intellectual property;
|
• |
our ability to successfully deploy the proceeds from the Business Combination; and
|
• |
our ability to raise financing in the future.
|
• |
We have a limited operating history and have grown significantly in a short period of time. We need to continue to increase the size of our organization and, if unable to manage our growth effectively, our business could be materially and adversely affected.
|
• |
We have a history of net losses and may not achieve or maintain profitability in the future.
|
• |
If the U.S. Food and Drug Administration (“
FDA
”) or any other governmental authority were to require marketing authorization or similar certification for the Owlet Smart Sock, or for any other product that we sell and which Owlet does not believe requires such marketing authorization or certification, we could be subject to regulatory enforcement action and/or required to cease selling or recall the product pending receipt of marketing authorization from the FDA or marketing authorization or similar certification from such other governmental authority, which can be a lengthy and time-consuming process, harm financial results and have long-term negative effects on our operations.
|
• |
We are required to obtain and maintain marketing authorizations from the FDA for any products intended to be and/or classified as medical device products in the United States, which can be a lengthy and time-consuming process, and a failure to do so on a timely basis, or at all, could severely harm our business.
|
• |
We currently rely on sales of our Owlet Smart Sock technologies and related products for the majority of our revenue and expect to continue to do so for the foreseeable future.
|
• |
A substantial portion of our sales comes through a limited number of channel partners and resellers.
|
• |
We currently rely on a single manufacturer for the assembly of the Owlet Smart Sock and a single manufacturer for the assembly of the Owlet Cam and expect to rely on limited manufacturers for future products. If we encounter manufacturing problems or delays, we may be unable to promptly transition to alternative manufacturers and our ability to generate revenue will be limited.
|
• |
If we are unable to obtain key materials and components from sole or limited source suppliers, we will not be able to deliver our products to customers.
|
• |
If we are unable to adequately protect our intellectual property rights, or if we are accused of infringing on the intellectual property rights of others, our competitive position could be harmed or we could be required to incur significant expenses to enforce or defend our rights or to pay damages.
|
• |
We rely significantly on information technology (“IT”) and any failure, inadequacy, interruption or security lapse of that technology, including any cybersecurity incidents, could lead to misappropriation of confidential or otherwise protected information and harm our business and our ability to operate our business effectively.
|
• |
We face the risk of product liability claims and the amount of insurance coverage held now or in the future may not be adequate to cover all liabilities we might incur.
|
• |
Increased expansion into international markets will expose us to additional business, political, regulatory, operational, financial and economic risks.
|
• |
We may be required to obtain and maintain regulatory authorizations in order to commercialize our products in international markets, and failure to obtain regulatory authorizations in relevant foreign jurisdictions may prevent us from marketing medical device products abroad.
|
• |
Customer or third-party complaints or negative reviews or publicity about us or our products and services could harm our reputation and brand.
|
• |
Some of our products and services are in development or have been recently introduced into the market and may not achieve market acceptance, which could limit our growth and adversely affect our business, financial condition and results of operations.
|
• |
We may acquire other businesses or form other joint ventures or make investments in other companies or technologies but have no experience in doing so. These types of transactions could negatively affect our operating results, dilute our stockholders’ ownership, increase debt, lead to significant expense or cause us to lose focus on core operations.
|
• |
We have identified material weaknesses in our internal control over financial reporting and we may identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, which may result in material misstatements of our consolidated financial statements, cause us to fail to meet our periodic reporting obligations or cause our access to the capital markets to be impaired.
|
• |
We may need to raise additional capital in the future in order to execute our strategic plan, which may not be available on terms acceptable to us, or at all.
|
• |
Our business, financial condition, results of operations and growth may be impacted by the effects of the
COVID-19
pandemic.
|
• |
the option to present only two years of audited financial statements and only two years of related “
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
• |
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);
|
• |
not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
• |
reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and
|
• |
exemptions from the requirements of holding a nonbinding advisory vote of stockholders on executive compensation, stockholder approval of any golden parachute payments not previously approved and having to disclose the ratio of the compensation of our chief executive officer to the median compensation of our employees.
|
Shares of Common Stock offered by us
|
23,612,592 shares issuable upon exercise of Warrants and options. |
Shares of Common Stock offered by the Selling Securityholders
|
71,851,010 shares. |
Shares of Common Stock outstanding prior to the exercise of all Warrants and options referenced above
|
112,750,800 shares (as of August 16, 2021). |
Shares of Common Stock outstanding assuming the exercise of all Warrants and options referenced above
|
136,363,392 shares (as of August 16, 2021). |
Warrants offered by the Selling Securityholders
|
6,600,000 Warrants. |
Warrants outstanding
|
18,100,000 Warrants (as of August 16, 2021). |
Exercise price per share pursuant to the Warrants
|
$11.50 |
Risk factors
|
You should carefully read the “Risk Factors” beginning on page 6 and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our Common Stock or Warrants. |
NYSE symbol for our Common Stock
|
“OWLT” |
NYSE symbol for our Warrants
|
“OWLT WS” |
• |
manage our commercial operations effectively;
|
• |
identify, recruit, retain, incentivize and integrate additional employees;
|
• |
provide adequate training and supervision to maintain our high-quality standards and preserve our culture and values;
|
• |
manage our internal development and operational efforts effectively while carrying out our contractual obligations to third parties; and
|
• |
continue to improve our operational, financial and management controls, reports systems and procedures.
|
• |
perceived benefits from our products and services;
|
• |
perceived cost effectiveness of our products and services;
|
• |
perceived safety and effectiveness of our products and services;
|
• |
our ability to obtain any required marketing authorizations for our products and services and the label requirements of any approvals we may obtain;
|
• |
reimbursement available through government and private healthcare programs for using some of our products and services; and
|
• |
introduction and acceptance of competing products and services or technologies.
|
• |
the imposition of additional U.S. and foreign governmental controls or regulations;
|
• |
the imposition of costly and lengthy new export licensing requirements;
|
• |
the imposition of requirements to maintain data and the processing of that data on servers located within the United States or in foreign countries;
|
• |
a shortage of high-quality employees, sales people and distributors;
|
• |
the loss of any key personnel that possess proprietary knowledge, or who are otherwise important to our success in certain international markets;
|
• |
changes in duties and tariffs, license obligations and other
non-tariff
barriers to trade;
|
• |
the imposition of new trade restrictions;
|
• |
the imposition of restrictions on the activities of foreign agents, representatives and distributors;
|
• |
compliance with or changes in foreign tax laws, regulations and requirements and economic and trade sanctions programs;
|
• |
evolution in regulatory landscapes, such as on account of the United Kingdom (“UK”) leaving the European Union (“EU”), and uncertainties that arise from such evolution;
|
• |
pricing pressure;
|
• |
changes in foreign currency exchange rates;
|
• |
laws and business practices favoring local companies;
|
• |
political instability and actual or anticipated military or political conflicts;
|
• |
financial and civil unrest worldwide;
|
• |
outbreaks of illnesses, pandemics or other local or global health issues;
|
• |
natural or
man-made
disasters;
|
• |
the inability to collect amounts paid by foreign government customers to our appointed foreign agents;
|
• |
longer payment cycles, increased credit risk and different collection remedies with respect to receivables; and
|
• |
difficulties in enforcing or defending intellectual property rights.
|
• |
the timing, receipt and amount of sales from our current and future products and services;
|
• |
the cost of manufacturing, either ourselves or through third party manufacturers, our products and services;
|
• |
the cost and timing of expanding our sales, marketing and distribution capabilities;
|
• |
the terms and timing of any other partnership, licensing and other arrangements that we may establish;
|
• |
the costs and timing of securing regulatory approvals;
|
• |
any product liability or other lawsuits related to our current or future products and services;
|
• |
the expenses needed to attract, hire and retain skilled personnel;
|
• |
the costs associated with being a public company;
|
• |
the duration and severity of the
COVID-19
pandemic and its impact on our business and financial markets generally;
|
• |
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing our intellectual property portfolio; and
|
• |
the extent to which we acquire or invest in businesses, products or technologies.
|
• |
conveying, selling, leasing, transferring, or otherwise disposing of certain assets;
|
• |
consolidating, merging, selling or otherwise disposing of all or substantially all of our assets or acquiring all or substantially all of the capital stock or property of another person;
|
• |
incurring specified types of additional indebtedness (including guarantees or other contingent obligations); and
|
• |
paying dividends on, repurchasing or making distributions in respect of any capital stock or making other restricted payments, subject to specified exceptions.
|
• |
We did not design and maintain effective controls over the segregation of duties related to journal entries. Specifically, certain personnel have the ability to both create and post journal entries within the Company’s general ledger system. This material weakness did not result in any adjustments to the consolidated financial statements.
|
• |
We did not design and maintain effective controls over the accounting for convertible preferred stock and warrant arrangements. Further, we did not design and maintain effective controls to verify the completeness and accuracy of sales returns and accrued sales tax. Each of these material weaknesses resulted in material adjustments to several account balances and disclosures in the consolidated financial statements as of and for the year ended December 31, 2019.
|
• |
We did not design and maintain effective controls over IT general controls for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately, (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate Company personnel, (iii) computer operations controls to ensure that critical batch jobs are monitored, and data backups are authorized and monitored, and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. This material weakness did not result in any adjustments to the consolidated financial statements.
|
• |
warning letters or untitled letters issued by the FDA or FTC and their counterparts in international jurisdictions;
|
• |
litigation, fines, civil penalties, in rem forfeiture proceedings, injunctions, consent decrees and criminal prosecution;
|
• |
import alerts and holds;
|
• |
unanticipated expenditures to address or defend such actions;
|
• |
delays in clearing or approving, or refusal to clear or approve, our products, where applicable;
|
• |
withdrawals or suspensions of clearance or approval of our products or those of our third-party suppliers by the FDA or other regulatory bodies, where applicable;
|
• |
product recalls or seizures;
|
• |
adverse publicity;
|
• |
orders for device repair, replacement or refund;
|
• |
interruptions of production or inability to export to certain foreign countries; and
|
• |
operating restrictions.
|
• |
the federal Anti-Kickback Statute, which prohibits, among other things, any person or entity from knowingly and willfully offering, paying, soliciting or receiving any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, the purchasing, leasing, ordering or arranging for the purchase, lease, or order of any item or service reimbursable under Medicare, Medicaid or other federal healthcare programs. The term “remuneration” has been broadly interpreted to include anything of value. A person or entity does not have to have actual knowledge of this statute or specific intent to violate it to have committed a violation;
|
• |
federal civil and criminal false claims laws, including the federal civil False Claims Act, and civil monetary penalty laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment or approval from Medicare, Medicaid, or other federal government programs that are false or fraudulent or knowingly making a false statement to improperly avoid, decrease or conceal an obligation to pay money to the federal government, including federal healthcare programs. In addition, the government may assert that claim includes items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the false claims statute;
|
• |
HIPAA, which created new federal civil and criminal statutes that prohibit knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, including private third-party payors and knowingly and willfully falsifying, concealing or covering up by any trick, scheme or device, a material fact or making any materially false, fictitious or fraudulent statements in connection with the delivery of, or payment for, healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not have to have actual knowledge of this statute or specific intent to violate it to have committed a violation;
|
• |
the federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologicals and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to CMS information related to payments or other transfers of value made to physicians, as defined by such law, certain other healthcare providers beginning in 2022 and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members;
|
• |
federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers; and
|
• |
state and foreign equivalents of each of the healthcare laws described above, some of which may be broader in scope.
|
• |
strengthen the rules on placing devices on the market and reinforce surveillance once they are available;
|
• |
establish explicit provisions on manufacturers’ responsibilities for the
follow-up
of the quality, performance and safety of devices placed on the market;
|
• |
improve the traceability of medical devices throughout the supply chain to the
end-user
or patient through a unique identification number;
|
• |
set up a central database to provide patients, healthcare professionals and the public with comprehensive information on products available in the EU; and
|
• |
strengthen the rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market.
|
• |
be expensive and time-consuming to defend and result in payment of significant damages to third parties;
|
• |
force us to stop making or selling products and services that incorporate the intellectual property;
|
• |
require us to redesign, reengineer or rebrand our products and services, product candidates and technologies;
|
• |
require us to enter into royalty agreements that would increase the costs of our products and services;
|
• |
require us to indemnify third parties pursuant to contracts in which we have agreed to provide indemnification for intellectual property infringement claims;
|
• |
divert the attention of our management and other key employees; and
|
• |
result in our customers or potential customers deferring or limiting their purchase or use of the affected products and services impacted by the claims until the claims are resolved;
|
• |
actual or anticipated fluctuations in our operating results or future prospects;
|
• |
our announcements or our competitors’ announcements of new products and services;
|
• |
the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
|
• |
strategic actions by us or our competitors, such as acquisitions or restructurings;
|
• |
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
• |
changes in accounting standards, policies, guidance, interpretations or principles;
|
• |
changes in our growth rates or our competitors’ growth rates;
|
• |
developments regarding our patents or proprietary rights or those of our competitors;
|
• |
ongoing legal proceedings;
|
• |
commencement of, or involvement in, litigation involving the combined company;
|
• |
our ability to raise additional capital as needed;
|
• |
changes in our capital structure, such as future issuances of securities or the incurrence of new or additional debt;
|
• |
the volume of shares of Common Stock available for public sale and the size of our public float;
|
• |
additions and departures of key personnel;
|
• |
concerns or allegations as to the safety or efficacy of our products and services;
|
• |
sales of stock by us or members of our management team, our board of directors (the “Board”) or certain significant stockholders;
|
• |
changes in stock market analyst recommendations or earnings estimates regarding our stock, other comparable companies or our industry generally; and
|
• |
changes in financial markets or general economic conditions, including the effects of recession or slow economic growth in the U.S. and abroad, interest rates, fuel prices, international currency fluctuations, corruption, political instability, acts of war or terrorism, and the
COVID-19
pandemic or other public health crises.
|
• |
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
|
• |
not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
• |
reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and
|
• |
exemptions from the requirements of holding a nonbinding advisory vote of stockholders on executive compensation, stockholder approval of any golden parachute payments not previously approved and having to disclose the ratio of the compensation of our chief executive officer to the median compensation of our employees.
|
• |
Old Owlet stockholders have the largest voting interest in the post-combination company;
|
• |
the board of directors of the post-combination company has up to nine members, and Old Owlet has the ability to nominate the majority of the members of the board of directors;
|
• |
Old Owlet management will continue to hold executive management roles for the post-combination company and be responsible for the
day-to-day
|
• |
the post-combination company has assumed the Old Owlet name;
|
• |
the post-combination company will maintain Old Owlet’s headquarters; and
|
• |
the intended strategy of the post-combination entity will continue Old Owlet’s strategy of product development and market penetration.
|
• |
the cancellation of each issued and outstanding share of Old Owlet common stock (including shares of Old Owlet common stock resulting from the deemed conversion of Old Owlet redeemable convertible preferred stock and outstanding unvested restricted shares of Old Owlet common stock) and the conversion into the right to receive a number of shares of Owlet common stock shares equal to the Exchange Ratio;
|
• |
the net share settlement of all outstanding Old Owlet warrants in accordance with their respective terms into the right to receive a number of shares of Owlet common stock equal to the Exchange Ratio; and
|
• |
the conversion of all outstanding Old Owlet options into options exercisable for shares of Owlet common stock with the same terms except for the number of shares exercisable and the exercise price, each of which were adjusted using the Exchange Ratio.
|
• |
The issuance and sale of 12,968,000 shares of Sandbridge common stock at a purchase price of $10.00 per share for an aggregate purchase price of $129.7 million pursuant to the PIPE Investment.
|
• |
Of the shares of Owlet common stock beneficially owned by the Sponsor as of the Closing, 1,403,750 shares will vest at such time as a $12.50 stock price level is achieved and 1,403,750 will vest at such time as a $15.00 stock price level is achieved, in each case, on or before the fifth anniversary of the Closing of the Business Combination. The ‘‘stock price level’’ will be considered achieved only (a) when the closing price of a share of Owlet common stock on the NYSE is greater than or equal to the applicable price for any 20 trading days within a 30 trading day period or (b) the price per share of Owlet common stock paid in certain change of control transactions following the Closing is greater than or equal to the applicable price. Founder shares subject to vesting pursuant to the above terms that do not vest in accordance with such terms shall be forfeited. As the vesting event has not yet been achieved, these shares of Owlet common stock, which are issued and outstanding, are treated as contingently recallable in the pro forma financial information.
|
• |
The accounting treatment of the shares of Owlet common stock beneficially owned by the Sponsor but subject to vesting have been classified as equity. The private placement warrants and the public warrants have been accounted for as liabilities and will be remeasured to fair value at each balance sheet date in future reporting periods with changes in fair value recorded in the Owlet consolidated statement of operations.
|
• |
The 2,807,500 shares of Owlet common stock represent shares of Owlet Common stock that the Sponsor received upon conversion of the Sandbridge Class B common stock outstanding prior to the Closing. These shares were previously included in Sandbridge’s equity as they are included in the 5,750,000 shares given to the Sponsor and related parties.
|
• |
The 9,789,024 shares of Owlet common stock represent underlying outstanding Owlet option awards. These shares were previously included in Owlet’s equity and a portion of them were subject to cash settlement contingent on the
|
successful completion of the Business Combination. The remaining amounts are vested and unvested options. The unaudited pro forma condensed combined financial information present that holders of options to purchase Old Owlet common stock elected to have 496,717 options cashed out in accordance with the Business Combination Agreement, rather than assumed by Owlet. These shares were settled with cash, and the underlying option awards have been recognized as liabilities at fair value with changes in fair value recorded in the Owlet consolidated statement of operations in the pro forma financials.
|
%
|
||||||||
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
|
12,968,000 | 11.5 | % | |||||
|
|
|
|
|||||
Pro Forma Owlet Common Stock at Closing
|
112,750,800 | 100.0 | % | |||||
|
|
|
|
(1) |
Excludes 9,789,024 shares of Owlet common stock underlying outstanding Owlet option awards.
|
(2) |
Represents the shares of Owlet common stock the Sponsor and the independent directors and an advisor of Sandbridge hold upon conversion of the Sandbridge Class B common stock at Closing. Of such shares, 2,807,500 shares of Owlet common stock are outstanding following the Closing but remain subject to price-based performance vesting terms as described above under “
Other Related Events in Connection with the Business Combination
|
Sandbridge
(historical) |
Owlet Baby
Care Inc. (historical) |
Pro Forma
Adjustments |
Pro Forma
Combined |
|||||||||||||||||
Assets
|
||||||||||||||||||||
Current assets:
|
||||||||||||||||||||
Cash
|
$ | 470 | $ | 12,218 | $ | 230,096 |
(1)
|
|||||||||||||
129,680 |
|
(2)
|
|
|||||||||||||||||
(27,602 | ) |
|
(3)
|
|
||||||||||||||||
(197,588 | ) |
|
(13)
|
|
||||||||||||||||
(9,900 | ) |
|
(14)
|
|
||||||||||||||||
137,374 | ||||||||||||||||||||
Receivables
|
— | 17,394 | — | 17,394 | ||||||||||||||||
Inventory
|
— | 11,051 | — | 11,051 | ||||||||||||||||
Capitalized transaction costs
|
— | 4,019 | (4,019 | ) |
|
(12)
|
|
— | ||||||||||||
Prepaids and other current assets
|
233 | 1,327 | — | 1,560 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total current assets
|
$
|
703
|
|
$
|
46,009
|
|
$
|
120,667
|
|
$
|
167,379
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Cash and marketable securities held in trust account
|
$ | 230,096 | $ | — | $ | (230,096 | ) |
|
(1)
|
|
$ | — | ||||||||
Property and equipment, net
|
— | 1,823 | — | 1,823 | ||||||||||||||||
Intangibles, net
|
— | 609 | — | 609 | ||||||||||||||||
Internally developed software
|
— | 204 | — | 204 | ||||||||||||||||
Other noncurrent assets
|
— | 183 | — | 183 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total assets
|
$
|
230,799
|
|
$
|
48,828
|
|
$
|
(109,429
|
)
|
$
|
170,198
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Liabilities and shareholders’ equity
|
||||||||||||||||||||
Current liabilities:
|
||||||||||||||||||||
Accounts payable
|
$ | — | $ | 19,434 | $ | — | $ | 19,434 | ||||||||||||
Accrued expenses
|
4,768 | 12,449 | — | 17,217 | ||||||||||||||||
Deferred revenue, current
|
— | 1,663 | — | 1,663 | ||||||||||||||||
Line of credit, net
|
— | 16,287 | — | 16,287 | ||||||||||||||||
Current portion of related party convertible notes payable
|
— | 7,104 | (7,104 | ) |
|
(7)
|
|
— | ||||||||||||
Current portion of long-term debt
|
— | 4,000 | — | 4,000 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total current liabilities
|
$
|
4,768
|
|
$
|
60,937
|
|
$
|
(7,104
|
)
|
$
|
58,601
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Deferred rent, net of current portion
|
$ | — | $ | 280 | $ | — | $ | 280 | ||||||||||||
Long-term deferred revenue
|
— | 168 | — | 168 | ||||||||||||||||
Long-term debt, net
|
— | 10,991 | — | 10,991 | ||||||||||||||||
Preferred stock warrant liability
|
— | 8,571 | (8,571 | ) |
|
(8)
|
|
— | ||||||||||||
Warrant liability
|
25,340 | — | — | 25,340 | ||||||||||||||||
Other long-term liabilities
|
— | 13 | — | 13 | ||||||||||||||||
Deferred underwriting fee payable
|
8,050 | — | (8,050 | ) |
|
(3)
|
|
— | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities
|
$
|
38,158
|
|
$
|
80,960
|
|
$
|
(23,725
|
)
|
$
|
95,393
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
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
|
$ | 187,641 | $ | — | $ | (187,641 | ) |
|
(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
|
20,324 | 5,589 | 129,679 |
|
(2)
|
|
||||||||||||||
(11,237 | ) |
|
(3)
|
|
||||||||||||||||
187,639 |
|
(4)
|
|
|||||||||||||||||
(10 | ) |
|
(5)
|
|
||||||||||||||||
(15,325 | ) |
|
(6)
|
|
||||||||||||||||
7,104 |
|
(7)
|
|
|||||||||||||||||
8,571 |
|
(8)
|
|
|||||||||||||||||
1,000,000 |
|
(10)
|
|
|||||||||||||||||
(999,991 | ) |
|
(10)
|
|
||||||||||||||||
47,188 |
|
(9)
|
|
|||||||||||||||||
(4,019 | ) |
|
(12)
|
|
||||||||||||||||
(197,586 | ) |
|
(13)
|
|
||||||||||||||||
(1,059 | ) |
(14)
|
176,867 | |||||||||||||||||
Accumulated deficit
|
(15,325 | ) | (84,910 | ) | 15,325 |
|
(6)
|
|
||||||||||||
(8,315 | ) |
|
(3)
|
|
||||||||||||||||
(8,841 | ) |
|
(14)
|
|
(102,066 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total stockholders’ equity (deficit)
|
$
|
5,000
|
|
$
|
(79,320
|
)
|
$
|
149,125
|
|
$
|
74,805
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities and stockholders’ equity (deficit)
|
$
|
230,799
|
|
$
|
48,828
|
|
$
|
(109,429
|
)
|
$
|
170,198
|
|
||||||||
|
|
|
|
|
|
|
|
For the Six
Months
Ended June 30,
2021
|
For the Six
Months
Ended June 30,
2021
|
For the Six Months Ended
June 30, 2021
|
||||||||||||||||||
Sandbridge
(historical) |
Owlet Baby
Care Inc.
(historical)
|
Transaction
Accounting
Adjustments
|
Pro Forma
Combined |
|||||||||||||||||
Revenues
|
$ | 46,849 | $ | 46,849 | ||||||||||||||||
Cost of revenues
|
20,648 | 20,648 | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Gross profit
|
26,201 | 26,201 | ||||||||||||||||||
Operating expenses:
|
||||||||||||||||||||
General and administrative
|
5,313 | 13,266 | 18,579 | |||||||||||||||||
Sales and marketing
|
13,687 | 13,687 | ||||||||||||||||||
Research and development
|
7,949 | 7,949 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total operating expenses
|
5,313 | 34,902 | 40,215 | |||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Other income (expense):
|
||||||||||||||||||||
Gain on loan forgiveness
|
— | 2,098 | 2,098 | |||||||||||||||||
Interest expense, net
|
— | (901 | ) | 604 | (2A) | (297 | ) | |||||||||||||
Preferred stock warrant liability mark to market
|
— | (5,578 | ) | 5,578 | (3A) | — | ||||||||||||||
Warrant liability mark to market
|
(1,810 | ) | (1,810 | ) | ||||||||||||||||
Loss on extinguishment of debt
|
— | (182 | ) | (182 | ) | |||||||||||||||
Other income (expenses), net
|
45 | 79 | (45 | ) | (1A) | 79 | ||||||||||||||
Stock option cash out liability mark to market expense
|
— | — | (8,841 | ) | (5A) | (8,841 | ) | |||||||||||||
Total other income (expense), net
|
(1,765 | ) | (4,484 | ) | (8,953 | ) | ||||||||||||||
Loss before income tax provision
|
(7,078 | ) | (13,185 | ) | (2,704 | ) | (22,967 | ) | ||||||||||||
Income tax provision
|
— | (7 | ) | (4A) | (7 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss
|
$ | (7,078 | ) | $ | (13,192 | ) | $ | (2,704 | ) | $ | (22,974 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss per share attributable to common stockholders, Class A redeemable common stock, basic and diluted .
|
$ | — | $ | (1.21 | ) | $ | — | $ | (0.21 | ) | ||||||||||
Net income per share attributable to common stockholders, Class B
non-redeemable
common stock, basic and diluted
|
$ | (1.23 | ) | $ | — | $ | — | $ | — | |||||||||||
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 | 10,901,698 | 70,291,602 | 5(A) | 109,943,300 |
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
Adjustments
|
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 | 38 | ||||||||||||||||||
Preferred stock warrant liability mark to market
|
(1,952 | ) | 1,952 | (3A | ) | — | ||||||||||||||
Warrant liability mark to market
|
(7,240 | ) | (7,240 | ) | ||||||||||||||||
Other income (expenses), net
|
(527 | ) | (176 | ) | (53 | ) | (1A | ) | (756 | ) | ||||||||||
Total other income (expense), net
|
(7,767 | ) | (3,510 | ) | 2,333 | (8,944 | ) | |||||||||||||
Loss before income tax provision
|
(8,247 | ) | (10,501 | ) | 2,333 | (16,415 | ) | |||||||||||||
Income tax provision
|
(20 | ) | (4A | ) | (20 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss
|
$ | (8,247 | ) | $ | (10,521 | ) | $ | 2,333 | $ | (16,435 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss per share attributable to common stockholders, Class A redeemable common stock, basic and diluted .
|
$ | — | $ | (0.98 | ) |