| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
OWLET, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
2940 West Maple Loop Drive Suite 203, Lehi,
UTAH
, 84048. |
Item 1 Comment:
Explanatory Note:
This joint statement on Schedule 13D/A (this "Statement") is filed with respect to the Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of Owlet, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 5 supplements and amends the Schedule 13D relating to the Class A Common Stock of the Issuer that was filed with the Commission on July 26, 2021, as amended by Amendment No. 1 filed with the Commission on February 27, 2023, Amendment No. 2 filed with the Commission on February 8, 2024, Amendment No. 3 filed with the Commission on March 4, 2024, and Amendment No. 4 filed with the Commission on August 22, 2024 (the "Original Schedule 13D"). Only those items that are reported are hereby amended; all other items reported in the Original Schedule 13D remain unchanged. Capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items as applicable. |
| Item 2. | Identity and Background |
|
| (a) | This Statement is being filed by Eclipse Ventures Fund I, L.P. ("Eclipse I"), Eclipse Ventures GP I, LLC ("Eclipse I GP"), Eclipse Continuity Fund I, L.P. ("Eclipse Continuity I"), Eclipse Continuity GP I, LLC ("Eclipse Continuity GP"), Eclipse Early Growth Fund I, L.P. ("Eclipse EGF I") and Eclipse Early Growth GP I, LLC ("Eclipse EG GP I", and together with Eclipse I, Eclipse I GP, Eclipse Continuity I, and Eclipse EGF I, the "Reporting Entities") and Lior Susan ("Mr. Susan"), a member of the Issuer's board of directors (the "Board"). The Reporting Entities and Mr. Susan are collectively referred to as the "Reporting Persons." The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person. |
| (b) | The address of the principal offices of each Reporting Entity and the business address of Mr. Susan is 514 High Street, Suite 4, Palo Alto, California 94301. |
| (c) | Each Reporting Entity is a venture capital investment entity. Mr. Susan is engaged through venture capital investment entities in acquiring, holding and disposing of interests in various companies for investment purposes. Mr. Susan is the sole managing member of (i) Eclipse Continuity GP, the general partner of Eclipse Continuity I, (ii) Eclipse I GP, the general partner of Eclipse I and (iii) Eclipse EG GP I, the general partner of Eclipse EGF I. |
| (d) | During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons are, nor during the last five years have been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Each of Eclipse Continuity GP, Eclipse I GP and Eclipse EG GP I is a limited liability company organized under the laws of the State of Delaware. Each of Eclipse Continuity I, Eclipse I and Eclipse EGF I is a limited partnership organized under the laws of the State of Delaware. Mr. Susan is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Original Schedule 13D is hereby amended and supplement by adding the following to the end of Item 4:
On August 7, 2025, the Issuer entered into an Exchange Agreement with certain investors, including Eclipse EGF I (the "Warrant Exchange Agreement"), pursuant to which Eclipse EGF I exchanged 5,300,921 Series A Warrants and 1,166,935 Series B Warrants for an aggregate of 3,898,906 shares of the Issuer's Class A Common Stock for no additional consideration (the "Warrant Exchange"). The Warrant Exchange closed on October 10, 2025.
The above summary of the Warrant Exchange Agreement is qualified by reference to such description and the full text of the Form of Warrant Exchange Agreement, a form of which is filed as Exhibit 1 to this Statement and is incorporated by reference herein.
Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of the Original Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Items 7-11 of the cover pages of this Statement and Item 2 above. |
| (b) | See Items 7-11 of the cover pages of this Statement and Item 2 above. |
| (c) | Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days. |
| (d) | Under certain circumstances set forth in the limited partnership agreements of Eclipse Continuity I, Eclipse I and Eclipse EGF I, the general partner and limited partners of each of Eclipse Continuity I, Eclipse I and Eclipse EGF I may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Item 4 of this Statement is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 11: Warrant Exchange Agreement, dated August 7, 2025, by and among Owlet, Inc. and certain investors part thereto as describe by the Issuer in their Current Report on Form 8-K as filed with the Commission on August 7, 2025. |
