UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39516 Owlet, Inc. (Exact name of Registrant as specified in its Charter) Delaware 85-1615012 (State or other jurisdiction of incorpor ...

Financial Data and Key Metrics Changes - For the full year 2021, the company recorded revenue of $75.8 million, a slight increase of $0.4 million from $75.4 million in 2020, with a significant year-over-year increase of $23.9 million during the first nine months offset by net contra revenue in Q4 2021 [28][30] - Q4 2021 product gross billings before promotions and reserves were approximately $11 million, leading to total net negative revenues of $2.5 million for the quarter due to the halt in sales of Smart Sock products [22][21] - Operating loss for Q4 2021 was $33.3 million, compared to an operating loss of $3.4 million for the same period in 2020, while net loss for Q4 2021 was $24.1 million compared to $5.8 million in Q4 2020 [24][30] Business Line Data and Key Metrics Changes - The company launched the Dream Sock and Dream Duo product lines in January 2022, which are designed to monitor babies' sleep and provide insights to parents [12][13] - International revenue grew by over 100% from 2020 to 2021, with Owlet products now available in 16 countries [14] Market Data and Key Metrics Changes - The company reported that all major US retailers have the Dream product line available online, with many also stocking it in stores by the end of Q1 2022 [34] - The international business had a strong start in Q1 2022, continuing the momentum from a successful expansion year in 2021 [35] Company Strategy and Development Direction - The company aims to increase market penetration in the connected nursery segment, invest in product innovation, and focus on obtaining marketing authorizations in the US and key global markets [32] - Owlet is working on expanding its product ecosystem, including a smart crib and enhancing its sleepwear product line [17][18] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges faced in Q4 2021 due to the FDA warning letter but expressed optimism about the long-term opportunities and the successful launch of new products [11][32] - The company is actively managing variable spending and finding ways to mitigate inflationary pressures while maintaining sufficient liquidity [36] Other Important Information - The company received ISO 1345 and MDSAP certifications as part of its efforts to submit medical device applications for the Smart Sock in various international markets [16] - As of December 31, 2021, cash and cash equivalents were approximately $95 million [24] Q&A Session Summary Question: Clarification on Q1 billing expectations - Management provided high-level directional commentary but did not offer specific guidance for Q1 financial expectations, indicating that the new product's market presence is still being evaluated [41] Question: Inquiry about product accessories - Management clarified that new accessories are primarily non-smart items, such as the sleepwear line, which will integrate with the Smart Sock and camera [46][47] Question: Revenue figure excluding contra revenue - Management stated that due to the negative revenue in Q4, they could not provide a separate revenue figure excluding contra revenue [61] Question: International sales growth specifics - Management confirmed over 100% growth in international sales but did not provide specific figures, citing strong momentum going into 2022 [65] Question: Retailer relationships post-FDA actions - Management confirmed that they did not lose any retailers and maintained all existing relationships despite the challenges faced [66] Question: Update on international expansion - Management reported positive adoption rates in new international markets and ongoing efforts to expand into South America and Asia [69] Question: Timeline for FDA approval of OTC stock - Management emphasized that obtaining clearance for the OTC stock is a top priority, with ongoing discussions with the FDA to ensure all necessary information is included in submissions [70] Question: Product development updates - Management shared positive feedback on prototypes for the smart crib, indicating it is in development but did not announce a specific market release date [74]

Financial Performance - As of September 30, 2021, the company had an accumulated deficit of $119.4 million, up from $71.7 million as of December 31, 2020[135]. - The company reported a net loss of $34.5 million for the three months ended September 30, 2021, compared to a net loss of $1.5 million for the same period in 2020[154]. - Adjusted EBITDA for the nine months ended September 30, 2021, was $(13.9) million, with an Adjusted EBITDA margin of (17.7)%[154]. - Revenues for the three months ended September 30, 2021, increased by $10.3 million, or 48.8%, to $31.5 million compared to $21.2 million for the same period in 2020, driven by a 54% increase in sales volume[168]. - Revenues for the nine months ended September 30, 2021, increased by $23.9 million, or 44.0%, to $78.4 million compared to $54.4 million for the same period in 2020, primarily due to a 47% increase in sales volume[170]. - Gross profit for the three months ended September 30, 2021, was $14.9 million, representing a 51.5% increase from $9.8 million for the same period in 2020[171]. - Gross margin for the three months ended September 30, 2021, improved to 47.2% from 46.4% for the same period in 2020[171]. Expenses - General and administrative expenses for the three months ended September 30, 2021, increased by $6.1 million, or 191.5%, to $9.3 million compared to $3.2 million for the same period in 2020[173]. - Sales and marketing expenses for the three months ended September 30, 2021, increased by $8.0 million, or 159.3%, to $13.1 million compared to $5.0 million for the same period in 2020[176]. - Research and development expenses are expected to increase significantly as the company invests in the development of its monitoring pipeline, including Smart Sock variants[162]. - Sales and Marketing expense increased by $13.7 million, or 104.3%, from $13.1 million for the nine months ended September 30, 2020 to $26.8 million for the nine months ended September 30, 2021, representing 34.2% of revenues[177]. - Research and Development expense increased by $3.6 million, or 131.5%, from $2.7 million for the three months ended September 30, 2020 to $6.3 million for the three months ended September 30, 2021, accounting for 20.1% of revenue[178]. - For the nine months ended September 30, 2021, Research and Development expenses increased by $6.6 million, or 86.9%, from $7.6 million in the same period of 2020, representing 18.2% of revenue[179]. Cash Flow and Financing - The company generated net cash used in operating activities of $34.7 million for the nine months ended September 30, 2021, primarily due to a net loss of $47.6 million[201]. - Net cash used in investing activities increased to $1.6 million for the nine months ended September 30, 2021, up from $0.9 million in the same period of 2020[203]. - For the nine months ended September 30, 2021, net cash provided by financing activities was $134.2 million, compared to $2.9 million for the same period in 2020[204][206]. - The financing activities in 2021 included gross draws of $8.2 million on the line of credit and the issuance of $5.0 million in additional long-term debt[204]. - As of September 30, 2021, the company had cash and cash equivalents of $114.9 million[187]. - The company had an amended loan and security agreement with Silicon Valley Bank, with a borrowing capacity under the SVB Revolver of $17.5 million as of September 30, 2021[191]. Regulatory and Market Expansion - The company suspended distribution of the Owlet Smart Sock in the U.S. as of October 2021 in response to a Warning Letter from the FDA, impacting sales and operations[140]. - The company plans to develop a new sleep monitoring sock, the Owlet Dream Sock, which is expected to avoid the regulatory concerns raised by the FDA regarding the Owlet Smart Sock[144]. - The company is developing two variations of the Owlet Smart Sock as medical devices, which will require FDA marketing authorization[145]. - The company aims to expand its market presence internationally, focusing on Europe, Asia, and Latin America, while investing in its supply chain to support this expansion[147]. - International revenues for the three months ended September 30, 2021, increased by $2.1 million, or 170.4%, to $3.3 million compared to $1.2 million for the same period in 2020[169]. Company Classification and Risks - The company qualifies as an emerging growth company (EGC) under the JOBS Act, allowing for an extended transition period to comply with new accounting standards[211]. - The company anticipates remaining an EGC until at least December 31, 2025, or until certain revenue thresholds are met[213]. - The company is classified as a "smaller reporting company," allowing for reduced disclosure obligations[214]. - The company is exposed to market risks primarily due to interest rate fluctuations and credit risk[215]. - The interest rate on the Term Note was the greater of the prime rate plus 3.5% or 6.5% as of September 30, 2021, with no material risk from interest rate fluctuations[217]. - Substantially all cash and cash equivalents are deposited in one financial institution, minimizing credit risk[218]. - The company has experienced significant credit losses primarily from a national retailer's bankruptcy in September 2017, but maintains an allowance for doubtful accounts[220].

Owlet, Inc. (NYSE:OWLT) Q3 2021 Results Conference Call November 10, 2021 4:30 PM ET Company Participants Mike Cavanaugh - Investor Relations Kurt Workman - Co-Founder and Chief Executive Officer Kate Scolnick - Chief Financial Officer Conference Call Participants Charles Rhyee - Cowen & Co John Babcock - Bank of America Jim Suva - Citigroup Operator Hello everyone and welcome to Owlet Q3 2021 Earnings Call. My name is [Nadia] and I will be coordinating your call today. [Operator Instructions] I will now ha ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission File No. 001-39516 OWLET, INC. (Exact name of registrant as specified in its charter) (State or other jurisdict ...

Financial Data and Key Metrics Changes - Total revenues for Q2 2021 were $24.9 million, representing a year-over-year increase of 36% and a sequential increase of 14% from Q1 2021 [19] - Gross margins were 54.2%, an increase of 600 basis points compared to 48.2% in Q2 2020 [20] - Operating loss for Q2 was $5.9 million, compared to $0.6 million in Q2 2020 [21] - Net loss in Q2 was $5.3 million, compared to $1.1 million in Q2 2020 [22] - EBITDA loss for Q2 2021 was $4.6 million, with an EBITDA margin of negative 18.4% [22] Business Line Data and Key Metrics Changes - Revenue growth was primarily driven by the flagship Smart Sock and Monitor Duo products [19] - Approximately $2.2 million of Q2 2020 revenues were related to initial sales of new inventory for Smart Sock version three and Monitor Duo version three [20] Market Data and Key Metrics Changes - International sales accounted for 7% of total revenue, the highest percentage to date [13] - Traffic to the company's website in July was up over 50% year-over-year [12] Company Strategy and Development Direction - The company aims to deepen market penetration in the U.S., expand globally, and enhance the Owlet ecosystem with integrated services [10][17] - The company is focused on increasing awareness and accessibility of its products through aggressive marketing strategies [11][31] - OwletCare platform represents an $81 billion market opportunity, with a goal to drive over $1 billion in revenue by 2025 [9] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about achieving revenue goals for 2021, projecting approximately $107 million in revenues [23] - The company is confident in its ability to navigate supply chain challenges while maintaining gross margin improvements [38] Other Important Information - The company raised $135 million in capital through its public company business combination, strengthening its balance sheet for future investments [22] - The Smart Sock Plus was launched, extending the product's age range from 18 months to five years [14] Q&A Session Summary Question: How will the company deploy the $135 million raised? - The company plans to focus on deepening U.S. market penetration, expanding internationally, and enhancing the connected nursery ecosystem [28] Question: What is the current adoption rate in states with over 20% penetration? - Awareness is the main driver for adoption, and the company is increasing marketing efforts to boost awareness [31] Question: What is the timeline for FDA approval and insurance reimbursement? - The company is confident in its FDA submission progress and plans to work with insurance for reimbursement after approval [39]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission File No. 001-39516 SANDBRIDGE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) (State or other jur ...

Part I [Business](index=6&type=section&id=Item%201.%20Business) Sandbridge Acquisition Corporation, a SPAC, completed its IPO in September 2020 and entered a definitive business combination agreement with Owlet Baby Care Inc. on February 15, 2021, focusing on differentiated consumer brands benefiting from digital acceleration [Introduction](index=6&type=section&id=Introduction) Sandbridge Acquisition Corporation, a Delaware blank check company, entered a business combination agreement with Owlet Baby Care Inc. on February 15, 2021, which will result in Sandbridge being renamed "Owlet, Inc." - The company is a blank check company formed to effect a merger, asset acquisition, or similar business combination[14](index=14&type=chunk) - On February 15, 2021, Sandbridge entered into a business combination agreement with Owlet Baby Care Inc. Upon closing, Sandbridge will be renamed "Owlet, Inc."[14](index=14&type=chunk) [Business Strategy](index=7&type=section&id=Business%20Strategy) The company's strategy targets modern, purpose-driven consumer brands in sectors like digital platforms, beauty, luxury, and health and wellness, capitalizing on accelerated digital adoption and shifting consumer behaviors - The company's strategy focuses on the acceleration of category disruption, the growth of modern "2.0 brands," and heightened adoption of digital and e-commerce[25](index=25&type=chunk) - Target sectors are well-positioned to benefit from shifts in consumer behavior and include: "2.0" consumer digital platforms, beauty and personal care, luxury, and health and wellness[28](index=28&type=chunk) - The company leverages the networks of the Sandbridge fund and PIMCO private funds for proprietary deal sourcing and strategic opportunities[39](index=39&type=chunk) [Acquisition Criteria and Process](index=10&type=section&id=Acquisition%20Criteria%20and%20Process) The company targets consumer segments including modern brands, disruptive technologies, beauty, luxury, and health and wellness, evaluating opportunities based on thematic alignment, digital transformation benefits, differentiated offerings, strong brands, solid leadership, and attractive risk/reward profiles - Key acquisition criteria include: - Thematically aligned modern business model - Beneficiary of accelerated digital and omni-channel transformation - Importantly differentiated offering - Strong enduring brand positioned for growth - Solid leadership team - Attractive risk/reward return opportunity[46](index=46&type=chunk) - The evaluation process for a prospective target involves a thorough due diligence review, including meetings with management, document reviews, and inspection of facilities[43](index=43&type=chunk) [Initial Business Combination](index=11&type=section&id=Initial%20Business%20Combination) The initial business combination must have a fair market value of at least 80% of the trust account's net assets, with funding from IPO proceeds, private placements like the $130 million PIPE for Owlet, and potential debt or equity securities - The initial business combination must have an aggregate fair market value of at least **80%** of the net assets held in the trust account (excluding deferred underwriting commissions and taxes payable)[47](index=47&type=chunk)[58](index=58&type=chunk) - The company will only complete a business combination if the post-transaction entity owns **50% or more** of the target's outstanding voting securities or otherwise acquires a controlling interest[49](index=49&type=chunk)[60](index=60&type=chunk) - In connection with the proposed Owlet combination, the company entered into subscription agreements for a PIPE investment of **$130 million** from the sale of **13,000,000** shares of Class A common stock at **$10.00 per share**[57](index=57&type=chunk) [Stockholder Redemption Rights and Procedures](index=15&type=section&id=Stockholder%20Redemption%20Rights%20and%20Procedures) Public stockholders can redeem Class A common stock for a pro-rata share of the trust account upon business combination completion, subject to restrictions like a 15% limit on shares sold in the IPO and a net tangible assets threshold of $5,000,001 - Public stockholders are provided the opportunity to redeem all or a portion of their Class A common stock upon the completion of the initial business combination[74](index=74&type=chunk) - Redemption is restricted for any stockholder or group holding more than **15%** of the shares sold in the IPO (the "Excess Shares")[84](index=84&type=chunk) - To exercise redemption rights, stockholders may be required to tender their certificates or deliver their shares electronically to the transfer agent prior to the vote on the business combination[86](index=86&type=chunk) [Liquidation if No Initial Business Combination](index=20&type=section&id=Liquidation%20if%20No%20Initial%20Business%20Combination) If no business combination is completed within 24 months of its IPO, the company will liquidate, redeeming all public shares for a pro-rata portion of the trust account, with the sponsor indemnifying against certain third-party claims - The company has **24 months** from the closing of its IPO to complete an initial business combination; otherwise, it will redeem public shares and liquidate[93](index=93&type=chunk) - In a liquidation scenario, public shares will be redeemed at a per-share price equal to the aggregate amount in the trust account (including interest, less taxes and up to **$100,000** for dissolution expenses) divided by the number of outstanding public shares[93](index=93&type=chunk) - The company's sponsor has agreed to indemnify the company for certain claims by third parties or prospective target businesses that could reduce the funds in the trust account below **$10.00 per public share**[99](index=99&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) This section details significant investment risks, including the company's lack of operating history, potential conflicts of interest, challenges in completing a business combination within 24 months, and risks related to stockholder redemptions, competition, the proposed Owlet merger, COVID-19, and potential securities delisting [Risks Relating to Business and Business Combination](index=24&type=section&id=Risks%20Relating%20to%20Business%20and%20Business%20Combination) The company faces risks as a newly formed entity with no operating history, including challenges in completing a business combination within 24 months, potential difficulties due to stockholder redemption rights, significant competition, and uncertainties from the COVID-19 pandemic - The company is a newly formed entity with no operating history or revenues, providing no basis for investors to evaluate its ability to achieve its business objective[112](index=112&type=chunk) - The company may not be able to complete its initial business combination within the prescribed **24-month** timeframe, which would result in liquidation and the expiration of its warrants[130](index=130&type=chunk) - The company faces significant competition from other blank check companies (including the affiliated Sandbridge 2), private equity groups, and other entities seeking business combinations[136](index=136&type=chunk) - The ongoing COVID-19 pandemic may materially adversely affect the search for a business combination and the operations of any target business[171](index=171&type=chunk) [Risks Relating to Management and Personnel](index=39&type=section&id=Risks%20Relating%20to%20Management%20and%20Personnel) The company's operations are highly dependent on its officers and directors, whose involvement in other businesses, including another SPAC, creates potential conflicts of interest regarding time allocation and business opportunities - The company's operations are dependent on a small group of individuals, particularly its officers and directors, and the loss of their services could be detrimental[180](index=180&type=chunk) - Officers and directors are not required to commit their full time to the company's affairs and are involved in other business endeavors, including another SPAC (Sandbridge 2), which creates potential conflicts of interest[189](index=189&type=chunk)[191](index=191&type=chunk) - The company's amended and restated certificate of incorporation provides that it renounces interest in any corporate opportunity offered to a director or officer unless it is expressly offered to them in their capacity as a director or officer of the company[193](index=193&type=chunk) [Risks Relating to Ownership of Our Securities](index=44&type=section&id=Risks%20Relating%20to%20Ownership%20of%20Our%20Securities) Investors face risks including potential delisting, warrant redemption at disadvantageous times, per-share redemption amounts below $10.00 due to third-party claims or negative interest rates, dilution from additional stock issuance, and reduced disclosure requirements as an emerging growth company - If the company fails to complete a business combination within **24 months**, public stockholders may be forced to wait beyond that period before receiving redemption proceeds from the trust account[202](index=202&type=chunk) - The company has the ability to redeem outstanding warrants at any time after they become exercisable at a price of **$0.01 per warrant**, provided the stock price equals or exceeds **$18.00** for a specified period, which could make the warrants worthless[210](index=210&type=chunk) - Third-party claims could reduce the proceeds held in the trust account, resulting in a per-share redemption amount of less than **$10.00**[223](index=223&type=chunk) - As an emerging growth company, the company may take advantage of certain exemptions from disclosure requirements, which could make its securities less attractive to investors[245](index=245&type=chunk) [Risks Relating to Litigation](index=57&type=section&id=Risks%20Relating%20to%20Litigation) The company may face securities class action and derivative lawsuits, common for public companies entering business combination agreements, which could incur substantial costs and potentially delay or prevent the transaction, with limited funds outside the trust account for indemnification obligations - The company may be targeted by securities class action and derivative lawsuits, which could lead to substantial costs and potentially delay or prevent the initial business combination[256](index=256&type=chunk) - The company has agreed to indemnify its officers and directors, but this can only be satisfied by funds outside the trust account or after a business combination is consummated[257](index=257&type=chunk) [Unresolved Staff Comments](index=58&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[263](index=263&type=chunk) [Properties](index=58&type=section&id=Item%202.%20Properties) The company's executive offices are located in Los Angeles, CA, with costs covered by a $10,000 monthly fee paid to an affiliate of the Sponsor for office space, utilities, and administrative support - The company's executive offices are located in Los Angeles, CA. The cost is included in a **$10,000 monthly fee** paid to an affiliate of the Sponsor for office space and administrative services[264](index=264&type=chunk) [Legal Proceedings](index=58&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no legal proceedings - There are no legal proceedings[265](index=265&type=chunk) [Mine Safety Disclosures](index=58&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[266](index=266&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=59&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the company's NYSE listings (SBG.U, SBG, SBG WS), confirms no cash dividends paid or intended before a business combination, and outlines the use of $230 million from its September 2020 IPO and private placement placed in a trust account - The company's units, Class A common stock, and public warrants are traded on the NYSE under the symbols "SBG.U," "SBG," and "SBG WS," respectively[269](index=269&type=chunk) - The company has not paid any cash dividends and does not intend to do so prior to the completion of its initial business combination[271](index=271&type=chunk) - On September 17, 2020, the company consummated its IPO of **23,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$230,000,000**[272](index=272&type=chunk) - Simultaneously with the IPO, the company sold **6,600,000 private placement warrants** at **$1.00 per warrant**, generating proceeds of **$6,600,000**[273](index=273&type=chunk) - Of the gross proceeds from the IPO and private placement, **$230,000,000** was placed in the Trust Account[274](index=274&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=60&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section covers the company's financial condition and operations since June 23, 2020, reporting a net loss of $427,187 for the period ending December 31, 2020, with liquidity primarily from IPO proceeds outside the trust account, and highlights the recent business combination agreement with Owlet Baby Care Inc. [Recent Developments](index=60&type=section&id=Recent%20Developments) On February 15, 2021, the company entered a definitive business combination agreement with Owlet Baby Care Inc., expecting the merger to close in the second quarter of 2021, resulting in Owlet becoming a wholly owned subsidiary and the company being renamed "Owlet, Inc." - On February 15, 2021, the Company entered into a business combination agreement with Owlet Baby Care Inc. ("Owlet")[279](index=279&type=chunk) - The merger is expected to close in the **second quarter of 2021**, subject to stockholder approval and other customary closing conditions[282](index=282&type=chunk) [Results of Operations](index=61&type=section&id=Results%20of%20Operations) For the period from inception (June 23, 2020) to December 31, 2020, the company, a blank check entity, reported a net loss of $427,187, primarily from operating costs offset by interest income from trust account investments Results of Operations (June 23, 2020 (inception) to Dec 31, 2020) | Metric | Amount | Period | | :--- | :--- | :--- | | Net Loss | **($427,187)** | June 23, 2020 (inception) to Dec 31, 2020 | | Operating Costs | **$480,436** | June 23, 2020 (inception) to Dec 31, 2020 | | Interest Income | **$53,249** | June 23, 2020 (inception) to Dec 31, 2020 | [Liquidity and Capital Resources](index=61&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity stems from its IPO and private placement, with $230 million in a trust account and $1,287,234 in cash outside the trust as of December 31, 2020, for working capital, supplemented by potential working capital loans up to $1.5 million from the Sponsor - Following the IPO and private placement, a total of **$230,000,000** was placed in the Trust Account[288](index=288&type=chunk) - As of December 31, 2020, the company had **$1,287,234** in cash held outside the Trust Account for working capital purposes[291](index=291&type=chunk) - The Sponsor or its affiliates may loan the company up to **$1,500,000** for working capital, which may be converted into warrants at **$1.00 per warrant**[292](index=292&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=64&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As of December 31, 2020, the company faced no material market or interest rate risk, as funds in the Trust Account are invested in short-term U.S. government treasury obligations or money market funds - The company is not subject to any material market or interest rate risk as of December 31, 2020[303](index=303&type=chunk) - Proceeds in the Trust Account are invested in U.S. government treasury obligations with a maturity of **185 days or less** or in money market funds, minimizing interest rate risk[303](index=303&type=chunk) [Controls and Procedures](index=64&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of December 31, 2020, with no material changes in internal control over financial reporting during the most recent fiscal quarter - Management evaluated disclosure controls and procedures as of December 31, 2020, and concluded they were effective[306](index=306&type=chunk) - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[309](index=309&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=65&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides biographical information for the company's executive officers (Ken Suslow, Richard Henry, Joe Lamastra) and six-member board, detailing the audit, compensation, and nominating/corporate governance committees, along with adopted Code of Business Conduct and Ethics and Corporate Governance Guidelines - The company's executive officers are Ken Suslow (Chairman & CEO), Richard Henry (CFO), and Joe Lamastra (COO)[312](index=312&type=chunk) - The board of directors consists of **six members** and is divided into **three classes**, serving **three-year staggered terms**[329](index=329&type=chunk) - The board has three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee[330](index=330&type=chunk) [Executive Compensation](index=71&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to executive officers or directors, but an affiliate of the Sponsor receives a $10,000 monthly fee for office space and administrative support, with reimbursement for out-of-pocket expenses - No executive officers or directors have received any cash compensation for services rendered to the company[347](index=347&type=chunk) - An affiliate of the Sponsor receives **$10,000 per month** for office space, utilities, and administrative support services[347](index=347&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=71&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 15, 2021, the Sponsor, Sandbridge Acquisition Holdings LLC, beneficially owns 97.7% of Class B common stock (19.5% of total), with other significant Class A holders including Magnetar Financial LLC (7.8%), Aristeia Capital, L.L.C. (6.9%), and BlueCrest Capital Management Limited (5.2%) Beneficial Ownership of Common Stock (As of March 15, 2021) | Beneficial Holder | Class A Common Stock (%) | Class B Common Stock (%) | Total Common Stock (%) | | :--- | :--- | :--- | :--- | | Sandbridge Acquisition Holdings LLC | -- | **97.7%** | **19.5%** | | Entities affiliated with Magnetar Financial LLC | **7.8%** | -- | **6.2%** | | Aristeia Capital, L.L.C. | **6.9%** | -- | **5.5%** | | BlueCrest Capital Management Limited | **6.5%** | -- | **5.2%** | [Certain Relationships and Related Transactions, and Director Independence](index=72&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section discloses related party transactions, including the sponsor's purchase of 5,750,000 founder shares for $25,000 and 6,600,000 private placement warrants for $6.6 million, a $10,000 monthly administrative fee to an affiliate, potential $1.5 million working capital loans from the sponsor, and PIPE financing agreements for the Owlet business combination - In July 2020, the sponsor purchased **5,750,000 founder shares** for an aggregate price of **$25,000**[353](index=353&type=chunk) - The sponsor purchased **6,600,000 private placement warrants** at **$1.00 per warrant** in a private placement[354](index=354&type=chunk) - The company pays an affiliate of the sponsor **$10,000 per month** for office space and administrative support[358](index=358&type=chunk) - In connection with the Owlet Business Combination Agreement, Sandbridge entered into Subscription Agreements with PIPE Investors to sell **13,000,000 shares** of Class A common stock for **$10.00 per share**[362](index=362&type=chunk) [Principal Accounting Fees and Services](index=73&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The company's independent registered public accounting firm is WithumSmith+Brown, PC, with total audit fees of approximately $61,800 for the year ended December 31, 2020, covering IPO, quarterly reviews, and the annual audit, with no other audit-related, tax, or other fees Principal Accounting Fees and Services (2020) | Fee Category | Amount (2020) | | :--- | :--- | | Audit Fees | **~$61,800** | | Audit-Related Fees | **$0** | | Tax Fees | **$0** | | All Other Fees | **$0** | Part IV [Exhibits and Financial Statement Schedules](index=75&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements and exhibits filed with the Form 10-K, including the Business Combination Agreement with Owlet Baby Care Inc., the Amended and Restated Certificate of Incorporation, and the Warrant Agreement - This section provides a list of all financial statements, schedules, and exhibits filed with the Form 10-K[369](index=369&type=chunk) - Key exhibits filed include the Business Combination Agreement with Owlet, the Warrant Agreement, and the Registration and Stockholder Rights Agreement[370](index=370&type=chunk)[371](index=371&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=79&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent registered public accounting firm, WithumSmith+Brown, PC, issued an unqualified opinion on the company's financial statements for the period from June 23, 2020 (inception) through December 31, 2020, affirming fair presentation in conformity with U.S. GAAP - The auditor, WithumSmith+Brown, PC, issued an unqualified opinion on the financial statements as of December 31, 2020[381](index=381&type=chunk) [Financial Statements](index=80&type=section&id=Financial%20Statements) The financial statements for the period from inception (June 23, 2020) to December 31, 2020, show total assets of $231.6 million (primarily trust account investments), total liabilities of $8.4 million, total stockholders' equity of $5.0 million, and a net loss of $427,187, with cash flows dominated by IPO and private placement financing activities [Balance Sheet](index=80&type=section&id=Balance%20Sheet) As of December 31, 2020, the company reported total assets of $231.6 million, with $230.1 million in the Trust Account, total liabilities of $8.4 million, and total stockholders' equity of $5.0 million, with $218.2 million of Class A common stock subject to possible redemption Balance Sheet (As of Dec 31, 2020) | Balance Sheet (As of Dec 31, 2020) | Amount | | :--- | :--- | | **Assets** | | | Cash and investments held in Trust Account | **$230,053,249** | | Total Assets | **$231,614,335** | | **Liabilities & Equity** | | | Total Liabilities | **$8,365,328** | | Class A common stock subject to possible redemption | **$218,249,000** | | Total Stockholders' Equity | **$5,000,007** | [Statement of Operations](index=81&type=section&id=Statement%20of%20Operations) For the period from inception (June 23, 2020) to December 31, 2020, the company recorded a net loss of $427,187, resulting from $480,436 in general and administrative expenses partially offset by $53,249 in interest income from trust account investments Statement of Operations (June 23, 2020 (inception) to Dec 31, 2020) | Statement of Operations | Amount | | :--- | :--- | | General and administrative expenses | **$480,436** | | Interest earned on investments | **$53,249** | | **Net loss** | **($427,187)** | [Statement of Cash Flows](index=83&type=section&id=Statement%20of%20Cash%20Flows) From inception to December 31, 2020, the company used $455,960 in operating activities and $230 million in investing activities, while financing activities provided $231.7 million, resulting in a cash balance of $1,287,234 Statement of Cash Flows (Inception to Dec 31, 2020) | Cash Flows (Inception to Dec 31, 2020) | Amount | | :--- | :--- | | Net cash used in operating activities | **($455,960)** | | Net cash used in investing activities | **($230,000,000)** | | Net cash provided by financing activities | **$231,743,194** | | **Net Change in Cash** | **$1,287,234** | [Notes to Financial Statements](index=84&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's formation as a SPAC, significant accounting policies, related party transactions including founder shares and administrative support, commitments like deferred underwriting fees, and the subsequent business combination agreement with Owlet Baby Care Inc. on February 15, 2021 - The company was incorporated on June 23, 2020, and completed its IPO of **23,000,000 units** on September 17, 2020, placing **$230,000,000** of the proceeds into a trust account (Note 1)[395](index=395&type=chunk)[398](index=398&type=chunk)[401](index=401&type=chunk) - The Sponsor purchased **5,750,000 Founder Shares** for **$25,000** and the company has an agreement to pay an affiliate of the Sponsor **$10,000 per month** for administrative support (Note 5)[433](index=433&type=chunk)[435](index=435&type=chunk) - The underwriters of the IPO are entitled to a deferred fee of **$8,050,000**, payable from the Trust Account only upon completion of a Business Combination (Note 6)[441](index=441&type=chunk) - Subsequent to the balance sheet date, on February 15, 2021, the company entered into a definitive business combination agreement with Owlet Baby Care Inc. (Note 10)[465](index=465&type=chunk)

Financial Performance - The company reported a net loss of $30,155 for the three months ended September 30, 2020, with operating costs of $36,307 and interest income of $6,152 from marketable securities[96]. - The company has not engaged in any operations or generated revenues to date, with all activities focused on preparing for the IPO and searching for a target company[95]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on September 17, 2020, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit, including an over-allotment option[98]. - The company incurred $12,948,806 in transaction costs related to the IPO, which included $4,204,000 in underwriting fees and $8,050,000 in deferred underwriting fees[100]. Trust Account and Cash Management - Following the IPO, the company placed $230,000,000 in a Trust Account and had $1,977,519 in cash available for working capital purposes[100]. - As of September 30, 2020, the company had cash and marketable securities in the Trust Account totaling $230,006,152, intended for use in completing a Business Combination[102]. - The company had cash of $1,438,624 outside the Trust Account as of September 30, 2020, primarily for identifying and evaluating target businesses[103]. Debt and Financing - The company does not have any long-term debt or capital lease obligations, only a monthly fee of $10,000 to an affiliate of the Sponsor for administrative support[107]. - The company may need additional financing to complete a Business Combination or to cover redemptions of public shares, which could involve issuing additional securities or incurring debt[105]. Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements as of September 30, 2020[106].