Item 4.01. Changes in Registrant's Certifying Accountant.
For accounting purposes, the Transactions are treated as a reverse acquisition
and, as such, the historical financial statements of the accounting acquirer,
Owlet, which have been audited by
(a) Dismissal of independent registered public accounting firm.
On
The report of Withum on SBG's, the Company's legal predecessor, balance sheet as
of
During the period from
During the period from
The Company has provided Withum with a copy of the foregoing disclosures and has
requested that Withum furnish the Company with a letter addressed to the
(b) Disclosures regarding the new independent auditor.
On
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Special Meeting, the SBG stockholders considered and approved, among other things, the proposals set forth in the Proxy Statement/Prospectus in the sections titled "The Charter Amendment Proposal" and "The Advisory Charter Amendment Proposals" beginning on pages 130 and 132, respectively, of the Proxy Statement/Prospectus (collectively, the "Charter Proposals").
The Amended and Restated Certificate of Incorporation of Owlet (the "Certificate
of Incorporation"), which became effective upon filing with the Secretary of
State of the
On
Copies of the Certificate of Incorporation and the Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
The description of the Certificate of Incorporation and the general effect of
the Certificate of Incorporation and the Bylaws upon the rights of holders of
Owlet's capital stock are included in the Proxy Statement/Prospectus under the
sections titled "The Charter Amendment Proposal", "The Advisory Charter
Amendment Proposals", "Description of
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
In connection with the Business Combination, on
Item 8.01. Other Events.
As a result of the Business Combination, Owlet became the successor issuer to SBG. Pursuant to Rule 12g-3(a) under the Exchange Act, Owlet's common stock and warrants are deemed registered under Section 12(b) of the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The (i) unaudited condensed consolidated financial statements of Old Owlet as of
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(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of SBG and Old Owlet as of and for the three months endedMarch 31, 2021 and for the year endedDecember 31, 2020 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference. (d) Exhibits. Exhibit No. Description 2.1† Business Combination Agreement, dated as ofFebruary 15, 2021 , by and among the Registrant,Project Olympus Merger Sub, Inc. andOwlet Baby Care Inc. (incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K, filed with theSEC onFebruary 16, 2021 ). 3.1 Amended and Restated Certificate of Incorporation ofOwlet, Inc. (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 (File No. 333-254888)March 31, 2021 ). 3.2 Bylaws ofOwlet, Inc. (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 (File No. 333-254888) filed onMarch 31, 2021 ). 4.1 Warrant Agreement, datedSeptember 14, 2020 , betweenSandbridge Acquisition Corp. andContinental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed onSeptember 18, 2020 ). 4.2 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 onSeptember 1, 2020 ). 10.1 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4 (File No. 333-254888), filed onMay 28, 2021 ). 10.2† Amended and Restated Registration Rights Agreement, by and amongOwlet, Inc. and the holders party thereto. 10.3 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with theSEC onFebruary 16, 2021 ). 10.4 Sponsor Letter Agreement, dated as ofFebruary 15, 2021 , by and amongSandbridge Acquisition Holdings LLC , certain initial stockholders of theSandbridge andOwlet, Inc. (incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K, filed with theSEC onFebruary 16, 2021 ). 10.5+Owlet, Inc. 2021 Incentive Award Plan. 10.6+Owlet, Inc. 2021 Employee Stock Purchase Plan. 10.7+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 onMarch 31, 2021 ). 10.7(a)+ Form ofOwlet Baby Care Inc. Stock OptionGrant 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 onMarch 31, 2021 ). 10.7(b)+ 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 onMarch 31, 2021 ). 10.7(c)+ 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 onMarch 31, 2021 ). 10.8 Stockholders Agreement, dated as ofJuly 15, 2021 , by and among the Company,Eclipse Ventures Fund I, L.P. andEclipse Continuity Fund I, L.P. 10.9 Amended and Restated Offer of Employment Letter, dated as ofMarch 30, 2021 , by and betweenOwlet, Inc. andMichael Abbott (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4 (File No. 333-254888) filed onMarch 31, 2021 ). 10.10 Amended and Restated Offer of Employment Letter, dated as ofMarch 29, 2021 , by and betweenOwlet, Inc. andKurt Workman (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-4 (File No. 333-254888) filed onMarch 31, 2021 ). 10.11 Offer of Employment Letter, dated as ofMarch 3, 2021 , by and betweenOwlet, Inc. andKate Scolnick (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-4 (File No. 333-254888) filed onMarch 31, 2021 ).
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10.12 Manufacturing and Supply Agreement, dated as ofJune 21, 2018 , by and betweenOwlet Baby Care Inc. andShenzhen Aoni Electronic Co., Ltd. (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4 (File No. 333-254888) filed onMarch 31, 2021 ). 10.13 Subscription Agreement, dated as ofMay 20, 2014 , by and betweenOwlet Baby Care Inc. andAyla Networks, Inc. (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4 (File No. 333-254888) filed onMarch 31, 2021 ). 10.13(a) Amendment to Subscription Agreement, dated as ofJuly 14, 2020 , by and betweenOwlet Baby Care Inc. andAyla Networks, Inc. (incorporated by reference to Exhibit 10.12(a) to the Registration Statement on Form S-4 (File No. 333-254888) filed onMarch 31, 2021 ). 10.14# Manufacturing Services Agreement, dated as ofOctober 24, 2017 , by and betweenOwlet 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 onMarch 31, 2021 ). 10.14(a) Amendment No. 1 to Manufacturing Services Agreement, dated as ofJuly 5, 2018 , by and betweenOwlet 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 onMarch 31, 2021 ). 10.14(b) Amendment No. 2 to Manufacturing Services Agreement, dated as ofSeptember 23, 2020 , by and betweenOwlet 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 onMarch 31, 2021 ). 10.15# Kalay Service and License Agreement, dated as ofJanuary 31, 2018 , by and betweenOwlet 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 onMarch 31, 2021 ). 10.16# Second Amended and Restated Loan and Security Agreement, dated as ofApril 22, 2020 , by and betweenOwlet Baby Care Inc. andSilicon Valley Bank (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4 (File No. 333-24832) filed onMarch 31, 2021 ). 10.16(a) First Amendment to Second Amended and Restated Loan and Security Agreement, dated as ofApril 23, 2020 , by and betweenOwlet Baby Care Inc. andSilicon Valley Bank (incorporated by reference to Exhibit 10.15(a) to the Registration Statement on Form S-4 (File No. 333-254888) filed onMarch 31, 2021 ). 10.16(b) Second Amendment to Second Amended and Restated Loan and Security Agreement, dated as ofSeptember 22, 2020 , by and betweenOwlet 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 onMarch 31, 2021 ). 10.16(c)# Default Waiver, Consent and Third Amendment to Second Amended and Restated Loan and Security Agreement, dated as ofMarch 10, 2021 , by and betweenOwlet Baby Care Inc. andSilicon Valley Bank (incorporated by reference to Exhibit 10.16(c) to the Registration Statement on Form S-4 (File No. 333-254888) filed onMarch 31, 2021 ). 10.16(d)# Fourth Amendment to Second Amended and Restated Loan and Security Agreement, dated as ofMay 14, 2021 , by and betweenOwlet Baby Care Inc. andSilicon Valley Bank (incorporated by reference to Exhibit 10.15(d) to the Registration Statement on Form S-4 (File No. 333-254888) filed onMay 28, 2021 ). 10.16(e)# Fifth Amendment to Second Amended and Restated Loan and Security Agreement, dated as ofMay 25, 2021 , by and betweenOwlet Baby Care Inc. andSilicon Valley Bank (incorporated by reference to Exhibit 10.15(e) to the Registration Statement on Form S-4 (File No. 333-254888) filed onMay 28, 2021 ). 14.1Owlet, Inc. Code of Business Conduct and Ethics 16.1 Letter fromWithumSmith+Brown, PC to the Securities and Exchange Commission. 99.1 Unaudited pro forma condensed combined financial information ofSandbridge Acquisition Corp. and Old Owlet as of and for the three months endedMarch 31, 2021 and as of and for the year endedDecember 31, 2020 . 99.2 Press Release datedJuly 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
+ 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).
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