OWLT Sandbridge Aquisition Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Owlet, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

69120X 107

(CUSIP Number)

Amy McCullough

c/o Trilogy Equity Partners, LLC

155 108th Ave NE, Suite 400

Bellevue, WA 98004

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 17, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on 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 (the “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.: 69120X 107

Explanatory Note

This amendment (“Amendment No. 1”) amends the Schedule 13D originally filed with the SEC on July 29, 2021 (the “Original Schedule 13D,” and collectively with Amendment No. 1, the “Schedule”), and relates to the Class A Common Stock, par value $0.0001 per share (the “Common Stock”) of Owlet, Inc., a Delaware corporation (the “Issuer”) to reflect purchase by the Reporting Person of securities pursuant to the Investment Agreement (as defined below). The items set forth below in this Amendment No. 1 amend such items in the Original Schedule 13D as specified below. Except as otherwise specified in this Amendment No. 1, all items in the Original Schedule 13D are unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.

Item 2 to the Schedule is hereby amended to replace the document previously filed as Attachment A with a new Attachment A filed as part of this Amendment No. 1.

Item 3 of the Schedule 13D is amended and supplemented as follows:

The information set forth in Item 6 of this Schedule 13D is incorporated by reference to this Item 3.

Item 4 of the Schedule 13D is amended and supplemented as follows:

The information set forth in Item 5 and Item 6 of this Schedule 13D is incorporated by reference to this Item 4.

Item 5 is amended and replaced in its entirety as follows:

Item 6 of the Schedule 13D is amended and supplemented as follows:

On February 17, 2023, the Issuer entered into an Investment Agreement (the “Investment Agreement”) with the Reporting Person, pursuant to which the Reporting Person purchased (i) 2,717 shares of Series A Preferred Stock that are convertible into 5,544,897 shares of the Issuer’s Common Stock, and (ii) a warrant (the “Warrant”) to purchase 9,980,814 shares of Common Stock for an aggregate purchase price of $2,717,000. The Investment Agreement is filed herewith as Exhibit A, and any description thereof is qualified in its entirety by reference thereto.

The Warrant has a five-year term and an exercise price that is equal to $0.333 per share. The Warrant also provides for an exercise on a cash or cashless net exercise basis at any time after the closing and will be automatically exercised on a cashless basis if not exercised prior to the expiration of the five-year term. Upon a fundamental change or other liquidation event, the Warrant will automatically net exercise if not exercised before the consummation of such event. The Form of Warrant is filed herewith as Exhibit B, and any description thereof is qualified in its entirety by reference thereto.

Exhibit A— Investment Agreement, dated February 17, 2023, by and among Owlet, Inc. and the investors listed on Schedule I thereto (Institutional Accounts) (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 21, 2023).

Exhibit B—Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 21, 2023).

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.

Attachment A

Information regarding each executive officer and managing member of the Reporting Person.