This joint statement on Schedule 13D/A (this “Statement”) is filed
with respect to the Class A Common Stock, par value $0.0001
per share (“Class A Common Stock”), of Owlet, Inc., a Delaware
corporation (the “Issuer”). This Amendment No. 1. supplements
and amends the Schedule 13D relating to the Class A Common
Stock of the Issuer that was filed with the Commission on
July 26, 2021 (the “Original Schedule 13D”). Only those items
that are reported are hereby amended; all other items reported in
the Original Schedule 13D remain unchanged. Capitalized terms
contained herein but not otherwise defined shall have the meanings
ascribed to such terms in the Original Schedule 13D. Information
given in response to each item shall be deemed incorporated by
reference in all other items as applicable.
Item 2. Identity and Background.
(a) This Statement is being filed by Eclipse Ventures Fund I, L.P.
(“Eclipse I”), Eclipse Ventures GP I, LLC (“Eclipse I GP”), Eclipse
Continuity Fund I, L.P. (“Eclipse Continuity I”), Eclipse
Continuity GP I, LLC (“Eclipse Continuity GP”), Eclipse Early
Growth Fund I, L.P. (“Eclipse EGF I”) and Eclipse Early Growth GP
I, LLC (“Eclipse EG GP I”, and together with Eclipse I, Eclipse I
GP, Eclipse Continuity I and Eclipse EGF I, the “Reporting
Entities” or “Eclipse”) and Lior Susan (“Mr. Susan”), a member
of the Issuer’s board of directors (the “Board”). The Reporting
Entities and the Mr. Susan are collectively referred to as the
“Reporting Persons.” The agreement among the Reporting Persons to
file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached
hereto as Exhibit 1. Each Reporting Person disclaims
beneficial ownership of all securities reported in this Statement
except to the extent of such Reporting Person’s pecuniary interest
therein, other than those securities reported herein as being held
directly by such Reporting Person.
(b) The address of the principal offices of each Reporting Entity
and the business address of each Reporting Individual is c/o
Eclipse Ventures, 514 High Street, Suite 4, Palo Alto, California
(c) Each Reporting Entity is a venture capital investment entity.
Mr. Susan is engaged through venture capital investment
entities in acquiring, holding and disposing of interests in
various companies for investment purposes. Mr. Susan is the
sole managing member of (i) Eclipse Continuity GP, the general
partner of Eclipse Continuity I, (ii) Eclipse I GP, the
general partner of Eclipse I and (iii) Eclipse EG GP I, the
general partner of Eclipse EGF I.
(d) During the past five years, none of the Reporting Persons have
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons are, nor during the last five
years have been, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Each of Eclipse Continuity GP, Eclipse I GP and Eclipse EG GP I
is a limited liability company organized under the laws of the
State of Delaware. Each of Eclipse Continuity I, Eclipse I and
Eclipse EGF I is a limited partnership organized under the laws of
the State of Delaware. Mr. Susan is a citizen of the United
States of America.
Item 3. Source and Amount of Funds or Other
Item 3 of the Schedule 13D is hereby amended by adding the
following as the last paragraph thereof:
On February 17, 2023 (the “Closing Date”), pursuant to the
Investment Agreement (as defined in Item 6) Eclipse EGF I purchased
(i) 20,200 shares of Series A Convertible Preferred Stock that,
subject to the Individual Holder Share Cap, are initially
convertible into 41,224,489 shares of the Issuer’s Class A
Common Stock and (ii) a Warrant to purchase, subject to the
Individual Holder Share Cap, 74,204,080 shares of Class A
Common Stock for a purchase price of $1,000.00 per share of Series
A Convertible Preferred Stock and an aggregate purchase price of