Owlet Baby Care Inc. entered into a letter of intent to acquire Sandbridge Acquisition Corporation (NYSE : SBG) in a reverse merger transaction on November 3, 2020. Owlet Baby Care Inc. entered into a definitive merger agreement to acquire Sandbridge Acquisition Corporation in a reverse merger transaction on February 15, 2021. As part of the transaction, Owlet's current management and existing equity holders intend to roll nearly 100% of their equity into the combined company. Leading existing institutional backers of the Company, including Eclipse Ventures and Trilogy Equity Partners, intend to roll 100% of their equity into the combined company. Owlet shareholders will own 72% stake in combined company. Upon completion of the transaction, the combined company's securities are expected to be traded on the New York Stock Exchange (NYSE) under the symbol “OWLT”. The combined company will operate under the name of Owlet Inc. The board of combined company will consist of 9 members, 2 of which will be determined by sponsors of SBG while remaining by Owlet.

Completion of the proposed transaction is subject to approval of Sandbridge and Owlet stockholders and other closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission and regulatory approvals. The Business Combination is subject to the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act. The transaction has been unanimously approved by the Boards of Directors of both Owlet and Sandbridge. Shareholder of Sandbridge will hold a meeting on June 29, 2021 to approve the transaction. The special meeting of shareholder of Sandbridge is expected on July 14, 2021. Sandbridge Acquisition Corporation stockholders have approved all proposals related to the business combination with Owlet Baby Care Inc. The transaction is expected to be completed in the second quarter of 2021. The closing of the Business Combination is anticipated to occur on or about July 15, 2021. BofA Securities is serving as exclusive financial advisor and Ryan Maierson, Benjamin Potter, Drew Capurro, Jay Metz, Katharine Moir, Anthony Klein, Elizabeth Richards, Betty Pang, Heather Deixler, Haim Zaltzman, Dan Van Fleet, Joshua Holian and Peter Todaro of Latham & Watkins LLP is serving as legal advisors to Owlet. Citigroup is serving as exclusive capital markets advisor to Sandbridge and Citigroup and BofA Securities are serving as private placement agents to Sandbridge. Emily Oldshue and Christopher Comeau of Ropes & Gray LLP is serving as legal advisors to Sandbridge. Okapi Partners LLC acted as information agent to Sandbridge with a fee of approximately $20,000. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Sandbridge in the transaction. Citigroup Global Markets Inc.  acted as financial advisor for Sandbridge Acquisition. KPMG LLP ated as financial due diligence provider for Sandbridge.

Owlet Baby Care Inc. completed the acquisition of Sandbridge Acquisition Corporation (NYSE : SBG) in a reverse merger transaction on July 15, 2021. Following the transaction, the company was renamed Owlet, Inc., and its Class A common stock and warrants will begin trading on the New York Stock Exchange (“NYSE”) under the symbols “OWLT” and “OWLT WS,” respectively, on July 16, 2021.