Owlet Inc SEC Filings

Trilogy Equity Partners filed Amendment No. 4 to its Schedule 13D on Owlet, Inc. (Class A Common Stock), reporting beneficial ownership of 2,022,178 shares, or approximately 8.7% of the class.

The reported stake consists of 1,567,468 common shares, plus 158,309 shares issuable upon conversion of Series A Convertible Preferred and 296,401 shares issuable upon conversion of Series B Convertible Preferred, as disclosed. Owlet had 22,788,420 shares outstanding as of October 10, 2025.

Trilogy has sole voting and dispositive power over the reported shares. On October 10, 2025, Trilogy exchanged 712,915 Series A-related warrants and 444,601 Series B-related warrants for common shares at exchange ratios of 0.61 and 0.56 shares per warrant, respectively.

Owlet, Inc. (OWLT) received an amended Schedule 13D (Amendment No. 5) from Eclipse-affiliated funds and Lior Susan, updating beneficial ownership and disclosing a completed warrant-for-share exchange. On October 10, 2025, Eclipse Early Growth Fund I exchanged 5,300,921 Series A Warrants and 1,166,935 Series B Warrants for 3,898,906 Class A shares for no additional consideration.

Reported beneficial holdings include: Eclipse Continuity Fund I at 1,066,472 shares (4.7%), Eclipse Ventures Fund I at 968,694 shares (4.3%), and Eclipse Early Growth Fund I at 7,621,469 shares (30.8%), which includes 1,955,800 shares issuable upon preferred stock conversion. Lior Susan is reported at 9,656,635 shares (40.5%). Percentages reference 22,788,420 Class A shares outstanding as of October 14, 2025.

Owlet, Inc. (OWLT): Eclipse-affiliated holders reported an exchange of previously issued warrants for common stock on October 10, 2025. Eclipse Early Growth Fund I, L.P. acquired 3,898,906 shares of common stock in the exchange, and the related Series A and Series B warrants were disposed.

Following the transactions, 5,665,669 shares were beneficially owned indirectly (per footnote (2)). Other Eclipse-managed funds reported indirect holdings of 968,694 shares (per footnote (3)) and 1,066,472 shares (per footnote (4)). The filing identifies the reporting persons as Director, 10% Owner, and “Director by Deputization.”

The exchange covered warrants originally issued in February 2023 (Series A) and February 2024 (Series B) at approximate exchange ratios of 0.61 and 0.56 shares per warrant, respectively, and is noted as exempt under Rule 16b-3.

Owlet (OWLT): Director and 10% owner reports warrant-for-share exchange. On 10/10/2025, Eclipse Early Growth Fund I, L.P. exchanged previously issued Series A and Series B warrants for 3,898,906 shares of Common Stock, at approximate ratios of 0.61 and 0.56 shares per warrant, respectively. The transaction was reported as exempt under Rule 16b-3.

Following the exchange, indirect beneficial ownership reported includes 5,665,669 shares via Eclipse EGF I, 968,694 shares via Eclipse Ventures Fund I, and 1,066,472 shares via Eclipse Continuity Fund I. The Series A (5,300,291 underlying shares) and Series B (1,166,935 underlying shares) warrant positions were reduced to 0.

Owlet (NYSE: OWLT) reported results of its 2025 annual meeting and completed a warrant exchange. Stockholders approved an amendment to the 2021 Incentive Award Plan to increase shares available for issuance by 375,000 shares, subject to the plan’s existing annual increase mechanics. Stockholders also approved a Charter amendment adding officer exculpation to the extent permitted by Delaware law; the Certificate of Amendment became effective on October 10, 2025.

Stockholders ratified PricewaterhouseCoopers LLP for the fiscal year ending December 31, 2025 and elected three Class I directors. They also approved the issuance of shares related to warrant exchanges. Pursuant to the approved exchanges, holders swapped Series A and Series B warrants relating to an aggregate of 9,014,758 warrant shares (7,215,737 + 1,799,021) for 5,426,429 newly issued shares of common stock. The company consummated the exchanges on October 10, 2025. After giving effect, common shares outstanding were 22,788,420.

Owlet, Inc. is asking stockholders to vote on six proposals at its virtual 2025 Annual Meeting, including the election of three Class I directors (Zane Burke, John Kim and Melissa Gonzales) and a +375,000 share amendment to its 2021 Equity Incentive Plan to increase shares available for grants. The Board unanimously recommends FOR the plan amendment, ratification of PwC as auditor, approval of an amendment to the Certificate of Incorporation to exculpate officers to the extent permitted by Delaware law, and the adjournment proposal if additional solicitations are needed.

The proxy also seeks stockholder approval under NYSE rules for an exchange of warrants for 5,426,429 shares of Common Stock (Proposal 5); a Special Committee negotiated valuation terms using a 60-day VWAP reference and obtained a 180-day lockup. Holders representing approximately 44% of voting power have agreed to vote in favor of Proposal 5. The proxy discloses governance, compensation and related-party matters, director biographies, and successor CEO transition plans (Kurt Workman to Executive Chairman; Jonathan Harris to become CEO effective October 1, 2025). Closing NYSE price cited: $7.76 on August 15, 2025.

Owlet, Inc. asks stockholders to vote on six proposals at its virtual 2025 Annual Meeting, including election of three Class I directors, an equity plan amendment adding 375,000 shares to the 2021 Incentive Plan, ratification of PwC as independent auditor, an amendment to the certificate of incorporation to permit officer exculpation under Delaware law, approval for issuance of common stock upon exchange of outstanding warrants, and a possible adjournment to solicit additional proxies.

The Proxy explains voting methods (internet, phone, mail, virtual meeting), proxy deadlines (voting facilities close at 11:59 p.m. ET on October 7, 2025), quorum rules, broker non-vote effects, director qualifications and biographies for nominees Burke, Kim and Gonzales, recent and proposed capital-structure actions including a proposed exchange of Series A and B warrants for 5,426,429 shares if stockholders approve NYSE-required issuance, related-party interests (several holders and directors would receive Exchange Shares), and director/compensation governance practices.