Item 1.01. Entry into a Material Definitive Agreement.

Business Combination

As disclosed under the sections entitled "The Business Combination Proposal" and "The Business Combination Agreement" beginning on pages 96 and 109, respectively, of the proxy statement/prospectus (the "Proxy Statement/Prospectus") filed with the Securities and Exchange Commission (the "SEC") by SBG on June 21, 2021, SBG entered into a business combination agreement (the "Business Combination Agreement"), dated February 15, 2021, with Project Olympus Merger Sub, Inc., a wholly-owned subsidiary of SBG ("Merger Sub"), and Owlet Baby Care Inc. ("Old Owlet"). Pursuant to the Business Combination Agreement, Merger Sub was merged with and into Old Owlet, with Old Owlet surviving the merger as a wholly owned subsidiary of the Company (the "Business Combination" and, together with the other transactions contemplated by the Business Combination Agreement, the "Transactions").

As previously reported on the Current Report on Form 8-K filed with the SEC on July 14, 2021, SBG held a special meeting of stockholders on July 14, 2021 (the "Special Meeting"), at which the SBG stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the Proxy Statement/Prospectus.

Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, following the Special Meeting, on July 15, 2021 (the "Closing Date"), the Transactions were consummated (the "Closing").

Item 2.01 of this Report discusses the consummation of the Transactions and the entry into agreements relating thereto and is incorporated herein by reference.

Amended and Restated Registration Rights Agreement

On July 15, 2021, in connection with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, Owlet, the Sponsor, certain affiliates of the Sponsor and certain former stockholders of Old Owlet entered into the Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement"). The material terms of the Registration Rights Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 128 titled "Related Agreements-Amended and Restated Registration Rights Agreement." Such description is qualified in its entirety by the text of the Registration Rights Agreement, which is included as Exhibit 10.2 to this Report and is incorporated herein by reference.

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Stockholders Agreement

On July 15, 2021, in connection with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, Owlet and certain former stockholders of Old Owlet entered into the Stockholders Agreement (the "Stockholders Agreement"). The material terms of the Stockholders Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 129 titled "Related Agreements-Stockholders Agreement." Such description is . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described above, on July 14, 2021, SBG held the Special Meeting, at which the SBG stockholders considered and adopted, among other matters, a proposal to approve the Business Combination Agreement and the Transactions. On July 15, 2021, the parties consummated the Business Combination. In connection with the Closing, the Company changed its name from Sandbridge Acquisition Corporation to Owlet, Inc.

Holders of 19,758,773 shares of Sandbridge Class A common stock sold in its initial public offering (the "Initial Shares") properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from SBG's initial public offering, calculated as of two business days prior to the consummation of the business combination, which was approximately $10.00 per share, or $197,587,730 in the aggregate.

As a result of the Business Combination, each share of Old Owlet preferred stock and common stock was converted into the right to receive approximately 2.053 shares of Owlet's common stock, par value $0.0001 per share ("Common Stock").

Additionally, the shares of Sandbridge Class B common stock held by Sponsor automatically converted to 5,750,000 shares of Common Stock (of which 2,807,500 shares are subject to vesting under certain conditions).

Pursuant to subscription agreements entered into in connection with the Business Combination Agreement (collectively, the "Subscription Agreements"), certain investors agreed to subscribe for an aggregate of 13,000,000 newly-issued shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $130,000,000 (the "PIPE Investment"). At the Closing, Owlet consummated the PIPE Investment.

After giving effect to the Transactions, the redemption of Initial Shares as described above, and the consummation of the PIPE Investment, there are currently 112,782,800 shares of Common Stock issued and outstanding. An aggregate of 496,717 vested options to purchase shares of common stock, par value $0.0001 per share, of Old Owlet, at a value of approximately $20.53 per share for an aggregate value of $9,889,734.01, net of exercise price of certain Cash Elected Options, were tendered by the option holders for the Cash Election Consideration in connection with the Closing, as further described in the Proxy Statement/Prospectus.

The Common Stock and warrants commenced trading on the New York Stock Exchange ("NYSE") under the symbols "OWLT" and "OWLT WS," respectively, on July 16, 2021, subject to ongoing review of Owlet's satisfaction of all listing criteria following the Business Combination.

As noted above, an aggregate of $197,587,730 was paid from the Company's trust account to holders that properly exercised their right to have Initial Shares redeemed, and the remaining balance immediately prior to the Closing of approximately $32.4 million remained in the trust account. The remaining amount in the trust account was used to fund the Business Combination.



                              FORM 10 INFORMATION

Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a . . .

Item 3.02. Unregistered Sales of Equity Securities.

At the Closing, Owlet consummated the PIPE Investment. The disclosure under Item 2.01 of this Report relating to the PIPE Investment is incorporated into this Item 3.02 by reference.

Owlet issued the foregoing securities under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with Owlet's transfer agent). The parties also had adequate access, through business or other relationships, to information about Owlet.

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Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 to this Report is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information set forth above under Item 1.01 and Item 2.01 of this Report is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the sections titled "Directors and Executive Officers", "Executive Compensation", "Director Compensation" and "Certain Relationships and Related Transactions" in Item 2.01 of this Report is incorporated herein by reference.

2021 Equity Incentive Plan

At the Special Meeting, the SBG stockholders considered and approved the Owlet, Inc. 2021 Incentive Award Plan (the "Incentive Award Plan"). The Incentive Award Plan was previously approved, subject to stockholder approval, by SBG's board of directors on February 12, 2021. The Incentive Award Plan became effective immediately upon the Closing.

A summary of the terms of the Incentive Award Plan is set forth in the Proxy Statement/Prospectus in the section titled "The Incentive Award Plan Proposal" beginning on page 137 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the Incentive Award Plan, a copy of which is attached hereto as Exhibit 10.5 and incorporated herein by reference.

2021 Employee Stock Purchase Plan

At the Special Meeting, the SBG stockholders considered and approved the Owlet, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"). The ESPP was previously approved, subject to stockholder approval, by SBG's board of directors on February 12, 2021. The ESPP became effective immediately upon the Closing.

A summary of the terms of the ESPP is set forth in the Proxy Statement/Prospectus in the section titled "The ESPP Proposal" beginning on page 144 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the ESPP, a copy of which is attached hereto as Exhibit 10.6 and incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, the Company ceased being a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled "The Business Combination Proposal" beginning on page 96, which is incorporated herein by reference. Further, the information set forth in the Introductory Note and under Item 2.01 of this Report is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On July 15, 2021, Owlet issued a press release announcing the Closing. A copy of the press release is filed hereto as Exhibit 99.2 and incorporated herein by reference.

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The information in this Item 7.01, including Exhibit 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.2.

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 March 31, 2021 and for the periods ended March 31, 2021 and 2020 and (ii) audited consolidated financial statements of Old Owlet as of and for the years ended December 31, 2020 and 2019 are included in the Proxy Statement/Prospectus beginning on pages F-43 and F-59, respectively, of the Proxy Statement/Prospectus, which are incorporated herein by reference.

(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 ended March 31, 2021 and for the year ended
December 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 of February 15, 2021, by
               and among the Registrant, Project Olympus Merger Sub, Inc. and Owlet
               Baby Care Inc. (incorporated by reference to Exhibit 2.1 of the
               Registrant's Current Report on Form 8-K, filed with the SEC on
               February 16, 2021).
  3.1          Amended and Restated Certificate of Incorporation of Owlet, 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 of Owlet, Inc. (incorporated by reference to Exhibit 3.4 to
               the Registration Statement on Form S-4 (File No. 333-254888) filed
               on March 31, 2021).
  4.1          Warrant Agreement, dated September 14, 2020, between Sandbridge
               Acquisition Corp. and Continental Stock Transfer & Trust Company
               (incorporated by reference to Exhibit 4.1 to the Current Report on
               Form 8-K filed on September 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 on September 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 on May 28, 2021).
  10.2†        Amended and Restated Registration Rights Agreement, by and among
               Owlet, 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 the
               SEC on February 16, 2021).
  10.4         Sponsor Letter Agreement, dated as of February 15, 2021, by and
               among Sandbridge Acquisition Holdings LLC, certain initial
               stockholders of the Sandbridge and Owlet, Inc. (incorporated by
               reference to Exhibit 10.2 of the Registrant's Form 8-K, filed with
               the SEC on February 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 on March 31, 2021).
  10.7(a)+     Form of Owlet Baby Care Inc. Stock Option Grant 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 on March 31, 2021).

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  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 on March 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 on
                March 31, 2021).
  10.8          Stockholders Agreement, dated as of July 15, 2021, by and among the
                Company, Eclipse Ventures Fund I, L.P. and Eclipse Continuity Fund
                I, L.P.
  10.9          Amended and Restated Offer of Employment Letter, dated as of March
                30, 2021, by and between Owlet, Inc. and Michael Abbott
                (incorporated by reference to Exhibit 10.8 to the Registration
                Statement on Form S-4 (File No. 333-254888) filed on March 31,
                2021).
  10.10         Amended and Restated Offer of Employment Letter, dated as of March
                29, 2021, by and between Owlet, Inc. and Kurt Workman (incorporated
                by reference to Exhibit 10.9 to the Registration Statement on Form
                S-4 (File No. 333-254888) filed on March 31, 2021).
  10.11         Offer of Employment Letter, dated as of March 3, 2021, by and
                between Owlet, Inc. and Kate Scolnick  (incorporated by reference to
                Exhibit 10.10 to the Registration Statement on Form S-4 (File No.
                333-254888) filed on March 31, 2021).
  10.12         Manufacturing and Supply Agreement, dated as of June 21, 2018, by
                and between Owlet Baby Care Inc. and Shenzhen Aoni Electronic Co.,
                Ltd. (incorporated by reference to Exhibit 10.12 to the Registration
                Statement on Form S-4 (File No. 333-254888) filed on March 31,
                2021).
  10.13         Subscription Agreement, dated as of May 20, 2014, by and between
                Owlet Baby Care Inc. and Ayla Networks, Inc. (incorporated by
                reference to Exhibit 10.12 to the Registration Statement on Form S-4
                (File No. 333-254888) filed on March 31, 2021).
  10.13(a)      Amendment to Subscription Agreement, dated as of July 14, 2020, by
                and between Owlet Baby Care Inc. and Ayla Networks, Inc.
                (incorporated by reference to Exhibit 10.12(a) to the Registration
                Statement on Form S-4 (File No. 333-254888) filed on March 31,
                2021).
  10.14#        Manufacturing Services Agreement, dated as of October 24, 2017, by
                and between Owlet 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 on March 31,
                2021).
  10.14(a)      Amendment No. 1 to Manufacturing Services Agreement, dated as of
                July 5, 2018, by and between Owlet 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
                on March 31, 2021).
  10.14(b)      Amendment No. 2 to Manufacturing Services Agreement, dated as of
                September 23, 2020, by and between Owlet 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 on March 31, 2021).
  10.15#        Kalay Service and License Agreement, dated as of January 31, 2018,
                by and between Owlet 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 on March 31,
                2021).
  10.16#        Second Amended and Restated Loan and Security Agreement, dated as of
                April 22, 2020, by and between Owlet Baby Care Inc. and Silicon
                Valley Bank (incorporated by reference to Exhibit 10.15 to the
                Registration Statement on Form S-4 (File No. 333-254888) filed on
                March 31, 2021).
  10.16(a)      First Amendment to Second Amended and Restated Loan and Security
                Agreement, dated as of April 23, 2020, by and between Owlet Baby
                Care Inc. and Silicon Valley Bank (incorporated by reference to
                Exhibit 10.15(a) to the Registration Statement on Form S-4 (File No.
                333-254888) filed on March 31, 2021).
  10.16(b)      Second Amendment to Second Amended and Restated Loan and Security
                Agreement, dated as of September 22, 2020, by and between Owlet 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 on March 31, 2021).
  10.16(c)#     Default Waiver, Consent and Third Amendment to Second Amended and
                Restated Loan and Security Agreement, dated as of March 10, 2021, by
                and between Owlet Baby Care Inc. and Silicon Valley Bank
                (incorporated by reference to Exhibit 10.16(c) to the Registration
                Statement on Form S-4 (File No. 333-254888) filed on March 31,
                2021).

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  10.16(d)#     Fourth Amendment to Second Amended and Restated Loan and Security
                Agreement, dated as of May 14, 2021, by and between Owlet Baby Care
                Inc. and Silicon Valley Bank(incorporated by reference to Exhibit
                10.15(d) to the Registration Statement on Form S-4 (File No.
                333-254888) filed on May 28, 2021).
  10.16(e)#     Fifth Amendment to Second Amended and Restated Loan and Security
                Agreement, dated as of May 25, 2021, by and between Owlet Baby Care
                Inc. and Silicon Valley Bank (incorporated by reference to Exhibit
                10.15(e) to the Registration Statement on Form S-4 (File No.
                333-254888) filed on May 28, 2021).
  14.1          Owlet, Inc. Code of Business Conduct and Ethics
  16.1          Letter from WithumSmith+Brown, PC to the Securities and Exchange
                Commission.
  99.1          Unaudited pro forma condensed combined financial information of
                Sandbridge Acquisition Corp. and Old Owlet as of and for the three
                months ended March 31, 2021 and as of and for the year ended
                December 31, 2020.
  99.2          Press Release dated July 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

SEC upon request.

+ 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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