Eclipse Continuity GP I, LLC Amends Owlet Stake

TL;DR

Eclipse Continuity GP I, LLC updated their Owlet stake on 3/4/24. Watch this space.

AI Summary

Eclipse Continuity GP I, LLC, along with its affiliates, has filed an amendment (No. 3) to their Schedule 13D concerning Owlet, Inc. The filing, dated March 4, 2024, indicates a change in their beneficial ownership of Owlet's Class A Common Stock. The specific details of the ownership change and the total percentage held are not explicitly stated in this excerpt but are updated as of the filing date.

Why It Matters

This filing signals a potential shift in control or significant investment activity by Eclipse Continuity GP I, LLC in Owlet, Inc., which could influence the company's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to stock volatility and potential changes in company strategy.

Key Players & Entities

• Eclipse Continuity GP I, LLC (company) — Filer of the Schedule 13D amendment
• Owlet, Inc. (company) — Subject company of the filing
• Eclipse Continuity Fund I, L.P. (company) — Affiliated entity of the filer
• Eclipse Early Growth Fund I, L.P. (company) — Affiliated entity of the filer
• Eclipse Early Growth GP I, LLC (company) — Affiliated entity of the filer
• Eclipse Ventures Fund I, L.P. (company) — Affiliated entity of the filer
• Eclipse Ventures GP I, LLC (company) — Affiliated entity of the filer
• Lior Susan (person) — Member of the filing group
• Sandbridge Acquisition Corp (company) — Former name of Owlet, Inc.

FAQ

Key Financial Figures

• $0.0001 — Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class o
• $1,000.00 — A Common Stock, for a purchase price of $1,000.00 per share of Series B Convertible Prefe
• $6,000,000.00 — tock and an aggregate purchase price of $6,000,000.00. Item4. Purpose of Transaction. The
• $7.7125 — and an exercise price that is equal to $7.7125 per share. The 2024 Warrant also provid

Filing Documents

• d806311dsc13da.htm (SC 13D/A) — 154KB
• 0001193125-24-057875.txt ( ) — 156KB

of the Original Schedule 13D is hereby amended by adding the following as the last paragraph thereof

Item 3 of the Original Schedule 13D is hereby amended by adding the following as the last paragraph thereof: On February 29, 2024 (the Closing Date ), pursuant to the 2024 Investment Agreement (as defined in Item 6) Eclipse EGF I purchased (i) 6,000 shares of Series B Convertible Preferred Stock (as defined in Item 6) that, subject to the 2024 Individual Holder Share Cap, are initially convertible into 777,957 shares of the Issuers Class A Common Stock and (ii) a 2024 Warrant (as defined in Item 6) to purchase, subject to the 2024 Individual Holder Share Cap, 1,166,935 shares of Class A Common Stock, for a purchase price of $1,000.00 per share of Series B Convertible Preferred Stock and an aggregate purchase price of $6,000,000.00. Item4. Purpose of Transaction. The information set forth in Item 3 of this Statement is incorporated herein by reference. The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Class A Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of Class A Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuers business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer in the open market, in privately negotiated transactions, pursuant to 10b5-1 trading plans or otherwise. Mr. Susan is a me

of the Original Schedule 13D is amended and supplemented as follows

Item 6 of the Original Schedule 13D is amended and supplemented as follows: On the Closing Date, the Issuer entered into an Investment Agreement (the 2024 Investment Agreement ) with Eclipse EGF I, pursuant to which Eclipse EGF I purchased (i) 6,000 shares of Series B Convertible Preferred Stock (the Series B Convertible Preferred Stock ) that, subject to the 2024 Individual Holder Share Cap, are initially convertible into 777,957 shares of the Issuers Class A Common Stock, and (ii) the 2024 Warrant (as defined below) to purchase, subject to the 2024 Individual Holder Share Cap, 1,166,935 shares of Class A Common, for a purchase price of $1,000.00 per share of Series B Convertible Preferred Stock and an aggregate purchase price of $6,000,000.00 (the Private Placement ). The 2024 Investment Agreement is filed herewith as Exhibit 7 , and any description thereof is qualified in its entirety by reference thereto. Amended and Restated Warrant In connection with the Private Placement, the Issuer and Eclipse EGF I entered into an Amended and Restated Warrant (the A&R Warrant ), which amends and restates that certain Warrant, dated February 17, 2023, by and between the Issuer and Eclipse EGF I. The A&R Warrant (i) revises the Warrant Exercise Price and Warrant Share Number (each as defined in the A&R Warrant) reflect the Issuers reverse stock split effected on July 7, 2023 and (ii) implements certain provisions to prevent Eclipse EGF I from exercising the A&R Warrant to the extent such action would result in Eclipse EGF I beneficially owning in excess of the 2024 Individual Holder Share Cap, provided that such 2024 Individual Holder Share Cap is subject to removal at Eclipse EGF Is sole discretion upon written notice to the Issuer, provided that any increase or removal of such Individual Holder Share Cap will not be effective before the sixty-first (61st) day after such written notice. The Form of A&R Warrant is filed herewith as Exhibit 8 , and any description thereo

View Full Filing

View this SC 13D/A filing on SEC EDGAR