[SCHEDULE 13G/A] Owlet, Inc. SEC Filing

Rhea-AI Filing Summary

Owlet, Inc. (NYSE: OWLT) – Schedule 13G/A filed 8 July 2025

Kinderhook 2 LP, together with its general partner Kinderhook 2 GP LLC and co-managing members Stephen J. Clearman and Tushar Shah, reported beneficial ownership of 1,138,278 Class A common shares of Owlet, Inc. The position represents 6.89 % of the company’s 16,524,690 shares outstanding as of 31 March 2025.

All shares are held directly by Kinderhook 2 LP, with voting and dispositive power delegated to the GP. Both individual managers disclaim pecuniary interest beyond their indirect holdings. The certification language indicates the stake is passive and not intended to influence control.

Key ownership details

• Amount owned: 1,138,278 shares
• Voting power: Sole – 1,138,278; Shared – 0
• Dispositive power: Sole – 1,138,278; Shared – 0
• Filing triggered: Ownership above 5 % threshold as of 30 June 2025

No purchase price, transaction dates, or prior ownership levels are disclosed in this amendment, leaving the timing and cost basis of the position unclear. The filing merely updates the market on the size of Kinderhook’s passive stake.

Positive

• Kinderhook’s 6.89 % stake demonstrates institutional interest in OWLT, potentially viewed as a vote of confidence by the market.

Negative

• Liquidity overhang risk: the holder controls nearly 7 % of shares; any future disposal could pressure the thinly traded float.

Insights

Financial Analyst

TL;DR: Kinderhook discloses a passive 6.9 % stake in Owlet; informational, market-neutral.

The 13G/A confirms that a mid-market private-equity vehicle—Kinderhook 2 LP—owns just under 7 % of Owlet’s equity. The absence of 13D language, activist commentary, or purchase chronology suggests a passive, long-only holding. From a valuation perspective, the stake size is not large enough to control outcomes, yet large enough to supply liquidity if sold. Because no transaction details are included, investors cannot infer entry price or conviction change. Overall impact on near-term share price is likely minimal, but the disclosure improves transparency around the shareholder base.

Corporate Governance Expert

TL;DR: Filing broadens visibility into Owlet’s top holders; no control intent declared.

Schedule 13G/A classification signals that Kinderhook is not seeking board representation or strategic influence. Owlet’s governance regime remains unchanged, and there is no indication of coordinated activity with other investors. Should Kinderhook’s stake approach 10 %, Section 16 obligations would arise, but at 6.9 % they remain outside insider status. The disclosure is therefore procedural rather than catalytic. Investors should nonetheless monitor subsequent filings—conversion to a 13D would denote a shift to an activist stance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

OWLET, INC.

(Name of Issuer)

Common Stock, $0.0001 Par Value Per Share

(Title of Class of Securities)

69120X107

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 69120X107

1

Names of Reporting Persons

Kinderhook 2 GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,138,278.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,138,278.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,138,278.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.89 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) Kinderhook 2 GP LLC in its capacity as general partner holds an indirect beneficial interest in the shares which are directly beneficially owned by Kinderhook 2, LP.

SCHEDULE 13G

CUSIP No. 69120X107

1

Names of Reporting Persons

Kinderhook 2, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,138,278.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,138,278.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,138,278.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.89 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The percent of class represented by amount in row (9) is based on 16,524,690 shares of Class A Common Stock of the issuer reported as outstanding as of March 31, 2025 in its Form 10-Q filed May 6, 2025.

SCHEDULE 13G

CUSIP No. 69120X107

1

Names of Reporting Persons

Stephen J. Clearman

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,138,278.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,138,278.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,138,278.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.89 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Mr. Clearman may be deemed to hold an indirect beneficial interest in the shares, which are directly beneficially owned by Kinderhook 2, LP because he is a manager of Kinderhook 2 GP LLC which is the general partner of Kinderhook 2, LP. Mr. Clearman disclaims any beneficial ownership of the shares of Common Stock covered by this Statement in which he does not have a pecuniary interest.

SCHEDULE 13G

CUSIP No. 69120X107

1

Names of Reporting Persons

Tushar Shah

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,138,278.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,138,278.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,138,278.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.89 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Mr. Shah may be deemed to hold an indirect beneficial interest in the shares, which are directly beneficially owned by Kinderhook 2, LP because he is a manager of Kinderhook 2 GP LLC which is the general partner of Kinderhook 2, LP. Mr. Shah disclaims any beneficial ownership of the shares of Common Stock covered by this Statement in which he does not have a pecuniary interest.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: OWLET, INC.
(b)	Address of issuer's principal executive offices: 3300 North Ashton Boulevard, Suite 300, Lehi, UT, 84043
Item 2.
(a)	Name of person filing: Kinderhook 2 GP LLC ("GP") Kinderhook 2, LP ("Partners") Stephen J. Clearman Tushar Shah
(b)	Address or principal business office or, if none, residence: 400 Kelby St., Suite 1804, Fort Lee, NJ 07024
(c)	Citizenship: GP is a Delaware limited liability company. Partners is a Delaware limited partnership. Mr. Clearman is a United States citizen. Mr. Shah is a United States citizen.
(d)	Title of class of securities: Common Stock, $0.0001 Par Value Per Share
(e)	CUSIP No.: 69120X107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,138,278 Common Shares. Shares are held of record by Partners and reported by GP which controls investment and voting decisions for Partners. Mr. Clearman and Mr. Shah control GP and serve as co-managing members.
(b)	Percent of class: 6.89% of outstanding Common Shares
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,138,278 Common Shares
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,138,278
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Item 2(a)-(c).
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Kinderhook 2 GP LLC

Signature:	/s/ Stephen J. Clearman
Name/Title:	Stephen J. Clearman, Managing Member
Date:	07/08/2025

Kinderhook 2, LP

Signature:	/s/ Stephen J. Clearman
Name/Title:	Kinderhook 2 GP LLC, General Partner, by Stephen J Clearman, Managing Member
Date:	07/08/2025

Stephen J. Clearman

Signature:	/s/ Stephen J. Clearman
Name/Title:	Stephen J Clearman, Individually
Date:	07/08/2025

Tushar Shah

Signature:	/s/ Tushar Shah
Name/Title:	Tushar Shah, Individually
Date:	07/08/2025

FAQ

How many Owlet (OWLT) shares does Kinderhook own?

Kinderhook 2 LP reports 1,138,278 Class A common shares, equal to 6.89 % of outstanding stock.

Is Kinderhook an activist investor in Owlet?

No. The Schedule 13G/A filing and certification indicate a passive investment with no intent to influence control.

What triggers this Schedule 13G/A filing for OWLT?

U.S. rules require disclosure when an investor crosses the 5 % ownership threshold; Kinderhook’s stake is 6.89 % as of 30 June 2025.

Does Kinderhook share voting power with others?

The filing lists sole voting and dispositive power over all reported shares; no shared authority exists.

Could Kinderhook’s stake impact Owlet’s governance?

At 6.9 %, Kinderhook is a significant shareholder but lacks control; governance impact is limited unless stake or intent changes.