SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31,June 30, 2021
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to _________
Commission File
No. 001-39516
SANDBRIDGE ACQUISITION CORPORATION(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or | | (I.R.S. Employer Identification No.) |
1999 Avenue of the Stars, Suite 2088 | | |
2500 Executive Parkway, Ste. 500 | | |
(Address of principal executive offices) | | |
(Address of Principal Executive Offices, including zip code)
(424) 221-5743
(Registrant’s telephone number, including area code)
N/A |
(Former name, former address and former fiscal year, if changed since last report) |
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Units, each consisting of one share of Class A commonCommon stock, $0.0001 par value and one-half of one redeemable warrantper share | | SBG.U | | New York Stock Exchange LLC |
Shares of Class AWarrants to purchase common stock included as part of the units | | SBG | | New York Stock Exchange LLC |
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | | SBG WS | | New York Stock Exchange LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
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| Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
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| | Emerging growth company | | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act): Yes
☒☐ No
☐☒
As of April 30,August 11, 2021, 23,000,000112,750,800 shares of Class A common stock, $0.0001 par value, and 5,750,000 shares of Class B common stock, $0.0001 par value, were issued and outstanding.
SANDBRIDGE ACQUISITION CORPORATION
Quarterly Report on Form
10-Q
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PART 1 – FINANCIAL INFORMATION
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| | Condensed Financial Statements | 1 |
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| | Condensed Balance Sheets as of March 31,June 30, 2021 (unaudited) and December 31, 2020 | 1 |
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| | Unaudited Condensed StatementStatements of Operations for the Three and Six Months Ended March 31,June 30, 2021 and the Period from June 23, 2020 (inception) through June 30, 2020 | 2 |
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| | Unaudited Condensed StatementStatements of Changes in Stockholders’ Equity for the Three and Six Months Ended March 31,June 30, 2021 and the Period from June 23, 2020 (inception) through June 30, 2020 | 3 |
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| | Unaudited Condensed StatementStatements of Cash Flows for the ThreeSix Months Ended March 31,June 30, 2021 and the Period from June 23, 2020 (inception) through June 30, 2020 | 4 |
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| | Notes to Unaudited Condensed Financial Statements | 5 |
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| | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
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| | Quantitative and Qualitative Disclosures about Market Risk | 20
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| | Control and Procedures | 20
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| | Legal Proceedings | | | 22 | |
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| | Risk Factors | | |
Item 1. | | 21
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Item 1A. | | 21
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Item 2. | | 21
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| | Defaults Upon Senior Securities | 21
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| | Mine Safety Disclosures | 21
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| | Other Information | 21
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Item 6. | | 22
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| | Exhibits | | | 23 | |
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i
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents held outside the Trust Account as of MarchJune 30, 2021 or December 31, 2021.2020. The Company had $826,465$469,437 and $1,287,234 in cash held outside the Trust Account as of MarchJune 30, 2021 and December 31, 2021.2020, respectively.
SANDBRIDGE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
Cash and Investments Held in Trust Account
The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company classifies itsAct, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. Treasurygovernment securities and equivalentgenerally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, as held-to-maturitythe investments are Held-to-maturity treasury securities in accordance with Accounting Standards Codification (“ASC”) Topic 320, “Investments -– Debt and Equity Securities.Securities,” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. The estimated fair values of investments held in the Trust Account are determined using available market information.
The Company held $753 $
753in cash and $230,006,014 $
230,095,620in U.S. Treasury Money Market Mutual Funds in the Trust Account as of MarchJune
30,
2021. At
December 31,
2021.2020, assets held in the Trust Account were comprised of $
753in cash and $
230,052,496in U.S. Treasury securities.
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31,June 30, 2021 and December 31, 2020, 19,623,61418,764,135 and 19,471,900, respectively, shares of Class A common stock subject to possible redemption isare presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.
Offering costs consist of underwriting, legal, accounting and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $12,368,806 were charged to stockholders’ equity upon the completion of the Initial Public Offering.
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”)FASB ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional
paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a
non-cash
gain or loss on the
condensed statements of operations. The fair value of the warrants is estimated using quoted prices in an active market (see Note 9). The Private
Placement Warrants are nearly identical to the Public Warrants
(as defined below), except that the Private Placement Warrants are subject to certain transfer restrictions and restrictions on liquidity, and the valuation for the Private
Placement Warrants were based on the valuation of the trading Public Warrants.
The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.”Taxes” (ASC 740). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized0unrecognized tax benefits and no amounts0amounts accrued for interest and penalties as of March 31,June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since its inception.
Net Income (Loss) per Common Share
Net income (loss) per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 18,100,000 shares of Class A common stock in the calculation of diluted income per share, since the $11.50 exercise of the warrants was above the average market price of the Company’s Class A Common stock for the threesix months ended March 31,June 30, 2021.
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Redeemable Class A Common Stock | | | | | | | | |
Numerator: Earnings allocable to Redeemable Class A Common Stock | | | | | | | | |
| | $ | 5,738 | | | $ | 43,125 | |
Less: Income and franchise tax | | | (5,738 | ) | | | (43,125 | ) |
| | $ | 0 | | | $ | 0 | |
Denominator: Weighted Average Redeemable Class A Common Stock | | | | | | | | |
Redeemable Class A Common Stock, Basic and Diluted | | | 23,000,000 | | | | 23,000,000 | |
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Earnings/Basic and Diluted Redeemable Class A Common Stock | | | | | | | | |
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Non-Redeemable Class B Common Stock | | | | | | | | |
Numerator: Net Income (loss) minus Redeemable Net Earnings | | | | | | | | |
| | $ | (8,594,791 | ) | | $ | (7,077,653 | ) |
| | | 0 | | | | 0 | |
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Non-Redeemable Net Earnings | | $ | (8,594,791 | ) | | $ | (7,077,653 | ) |
Denominator: Weighted Average Non-Redeemable Class B Common Stock | | | | | | | | |
Non-Redeemable Class B Common Stock, Basic and Diluted | | | 5,750,000 | | | | 5,750,000 | |
Income (Loss)/Basic and Diluted Non-Redeemable Class B Common Stock | | | | | | | | |
SANDBRIDGE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal DepositoryDeposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of
one1 share of Class A common stock and
one-half
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase
one1 share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,600,000. Each Private Placement Warrant is exercisable to purchase one1 share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
On July 3, 2020, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. In August 2020, the Sponsor transferred 40,000 Founder Shares to independent director Mr. De Sole, 25,000 Founder Shares to independent director Mr. Toubassy and 30,000 Founder Shares to advisor Mr. Hilfiger at their original per share purchase price. In October 2020, the Sponsor transferred 40,000 Founder Shares to independent director Mr. Goss. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 750,000 Founder Shares are no longer subject to forfeiture.
In connection with the Business Combination Agreement, (as defined below), the Sponsor and certain of our initial stockholders, directors and officers entered into a Sponsor Letter Agreement, dated as of February 15, 2021, pursuant to which the Sponsor and each other holder of Founder Shares has agreed, among other things, (a) to appear at the special meeting for the Business Combination or otherwise cause its shares to be counted as present for the purpose of establishing quorum;quorum; (b) to vote (or execute a written consent), or cause to be voted (or consent to be granted) any Company common stock and Founder Shares owned by it, him or her at such special meeting in person, or by proxy, in favor of the Business Combination and the adoption of the Business Combination Agreement and the transactions contemplated thereby;thereby; (c) to vote (or execute a written consent) or cause to be voted (or consent to be granted) any Company common stock or Founder Shares owned by it, him or her at such special meeting in person, or by proxy, against any alternative business combination or any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Business Combination or any of the related transactions or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement or the Sponsor under the Sponsor Letter AgreementAgreement; and (d) not redeem any shares of Founder Shares owned by it, him or her in connection with the stockholder approval. Pursuant to the Sponsor Letter Agreement, a percentage of Class A common stock held by the Sponsor shall beis subject to certain time and performance-based vesting provisions.
The parties to the Sponsor Letter Agreement have also agreed, subject to certain exceptions, not to transfer any Founder Shares or Private Placement Warrants (or any shares of common stock issued or issuable upon exercise thereof) until the earlier of (A) 18 months after the closing of the Business Combination (the “Closing”) or (B)(i) with respect to
one-third (1/3)
(1/3) of the Founder Shares and
one-third (1/3)
(1/3) of the Private Placement Warrants (or any shares of common stock issued or issuable upon exercise thereof) if the closing price of the New Owlet (as defined below) common stock equals or exceeds $12.50 per share for any 20 trading days within any
30-trading
day period commencing at least 240 days following the Closing and (ii) with respect to an additional
one-third (1/3)
(1/3) of the Founder Shares and
one-third (1/3)
(1/3) of the Private Placement Warrants (or any shares of common stock issued or issuable upon exercise thereof) if the closing price of the New Owlet common stock equals or exceeds $15.00 per share for any 20 trading days within any
30-trading
day period commencing at least 240 days following the Closing.
10
Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Registration Rights
Pursuant to a registration and stockholder rights agreement entered into on September 14, 2020, holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). Any holder of at least 20% of the outstanding registrable securities owned by these holders will be entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear certain expenses incurred in connection with the filing of any such registration statements.
In addition, pursuant to the registration and stockholder rights agreement, upon consummation of a Business Combination, the Sponsor and the future holders of Founder Shares (or securities into which the Founder Shares convert) held by the Sponsor will be entitled to designate three individuals for nomination for election to the Company’s board of directors for so long as they continue to hold, collectively, at least 50% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus. Thereafter, such initial stockholders will be entitled to designate (i) two individuals for nomination for election to the Company’s board of directors for so long they continue to hold, collectively, at least 30% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus and (ii) one individual for nomination for election to the Company’s board of directors for so long they continue to hold, collectively, at least 20% of the Founder Shares (or the securities into which such Founder Shares convert) held by such persons on the date of this prospectus.
In connection with the Business Combination, New Owlet and certain Sponsor equityholders and certain holders of Owlet capital stock (the “Holders”) will enter into the Amended and Restated Registration Rights Agreement at Closing.
Pursuant to the terms of the Amended and Restated Registration Rights Agreement, New Owlet will be obligated to file a registration statement to register the resale of certain securities of the New Owlet held by the Holders. In addition, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $50 million. The Amended and Restated Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.
11
SANDBRIDGE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
Certain of the underwriters of the Initial Public Offering are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will becomebecame payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the termsupon consummation of the underwriting agreement.Business Combination. The underwriters did not receive any upfront underwriting discount or commissions on the 1,980,000 Units purchased by the PIMCO private funds or their respective affiliates but will receive deferred underwriting commissions with respect to such Units.
Business Combination Agreement
On February 15, 2021, the Company entered into a business combination agreement by and among itself, Project Olympus Merger Sub, Inc., a wholly owned subsidiary (“Merger Sub”), and Owlet Baby Care Inc. (“Owlet”) (“the Business Combination Agreement”). Owlet provides a data-driven connectivity platform to the nursey for parents. If approved by the Company’s and Owlet’s stockholders, Merger Sub will merge with and into Owlet, with Owlet surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).Agreement. In addition, in connection with the consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”), the Company will bewas renamed “Owlet, Inc.” and is referred to belowherein as “New Owlet” as of the time following such change of name.
As a consequence of the Business Combination, each share of the Company’s Class B common stock that
iswas issued and outstanding as of immediately prior to the effective time of the Merger (the “Effective Time”)
willwas automatically
convertconverted into a share of New Owlet Class A common stock (“New Owlet common stock”) on a
one-for-one basis in accordance with the terms of the Company’s amended and restated certificate of incorporation, dated September 14, 2020. The Business Combination
will havehad no effect on the Company’s Class A common stock that
iswas issued and outstanding as of immediately prior to the Effective Time, which
will continuecontinues to remain outstanding.
As a consequence of the Merger, at the Effective Time, (i) each share of Old Owlet capital stock that iswas issued and outstanding immediately prior to the Effective Time will bewas cancelled and converted into the right to receive the number of shares of New Owlet common stock equal to the Exchange Ratio (as defined in the Business Combination Agreement), rounded down to the nearest whole share; (ii) each option to purchase shares of Old Owlet common stock, whether vested or unvested, that iswas outstanding and unexercised as of immediately prior to the Effective Time will bewas assumed by New Owlet and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Owlet common stock equal to the number of shares of Old Owlet common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest whole cent, except that, subject to specified limitations, holders of vested options maycould instead elect to receive a cash payment in lieu of assumption of a portion of their vested options up to an aggregate cap of $10 million; and (iii) each share of Old Owlet common stock that iswas subject to a risk of forfeiture or right of repurchase at the original purchase price as of immediately prior to the Effective Time shall beis subject to the same risk of forfeiture or right of repurchase (proportionately adjusted to reflect the Exchange Ratio) which risk of forfeiture or right of repurchase shall lapse in accordance with the same vesting schedule as that of the Old Owlet restricted stock.
The Business Combination is expected to close in the third quarter ofclosed on July 15, 2021, following the receipt of the required approval by the Company’s and Old Owlet’s stockholders and the fulfillment of other customary closing conditions. For additional information please see the Form S-4 filed by the Company with the SEC on March 31, 2021.See Note 11.
NOTE 7. STOCKHOLDERS’ EQUITY
The Company iswas authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31,June 30, 2021 and December 31, 2020, there were no0 shares of preferred stock issued or outstanding. Effective with the Business Combination, the Company is authorized to issue 100,000,000 of Preferred Stock with a par value of $0.0001. The Company
iswas authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to
one
vote for each share. At
March 31,June 30, 2021 and December 31, 2020, there were
3,376,3864,235,865 and 3,528,100 shares of Class A common stock issued and outstanding, respectively, excluding
19,623,61418,764,135 and 19,471,900 shares of Class A common stock subject to possible redemption.
Effective with the Business Combination, the Company is authorized to issue 1,000,000,000 of Class A Common Stock with a par value of $0.0001.The Company
iswas authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. At
MarchJune 30, 2021 and December 31,
2021,2020, there were 5,750,000 shares of Class B common stock issued and outstanding. Holders of Class B common stock are entitled to
one
vote for each share. Prior to the Business Combination, only holders of shares of Class B common stock have the right to vote on the election of directors.
The shares of Class B common stock automatically converted into shares of Class A common stock at the time of the Business Combination on abasis. Following the Business Combination, the Company is not authorized to issue shares of Class B common stock.
HoldersAs of June 30, 2021, holders of Class A common stock and Class B common stock will votevoted together as a single class on all matters submitted to a vote of stockholders except as required by law.
SANDBRIDGE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).
Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days after the closing of the Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of the Class A common stock are at the time of any exercise of a public warrantPublic Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
SANDBRIDGE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
Redemption of warrants when the price per Class
A common stock equals or exceeds $18.00
. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:
in whole and not in part;
at a price of $0.01 per warrant;
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
if, and only if, the last reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of warrants when the price per Class
A common stock equals or exceeds $10.00
in whole and not in part;
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Class A common stock;
if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the
30-trading
day period ending three trading days before the Company
sendsends the notice of redemption to the warrant holders; and
if the closing price of the Class A common stock for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than
$18.00 $18.00
per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the SponsorsSponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
There were no0 transfers into or out of Level 3 during the threesix months ended March 31,June 30, 2021.
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at
March 31,June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The fair value of
held-to-maturity securities and warrant liabilities at
March 31,June 30, 2021 and December 31, 2020, are as follows:
| Description | | March 31, 2021 | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | |
| Assets: | | | | | | | | | | | | |
| Cash and marketable securities held in Trust Account (a) | | $ | 230,090,636 | | | $ | | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | | | | | | |
| Warrant Liability – Public Warrants | | $ | 11,730,000 | | | $ | 11,730,000 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | |
| Warrant Liability – Private Placement Warrants | | $ | 6,732,000 | | | $ | — | | | $ | 6,732,000 | | | $ | | |
| | | | | | | | | | | | | | | | |
| | | | |
| | |
| | |
| |
| | | | | | | | | | | | | | | | |
Cash and marketable securities held in Trust Account | | $ | 230,096,373 | | | $ | 230,096,373 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Warrant Liability – Public Warrants | | $ | 16,100,000 | | | $ | 16,100,000 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | | | | | |
Warrant Liability – Private Placement Warrants | | $ | 9,240,000 | | | $ | 0 | | | $ | 9,240,000 | | | $ | 0 | |
| | | | | | | | | | | | | | | | | |
| Description | | December 31, 2020 | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) | |
| Assets: | | | | | | | | | | | | |
| Cash and marketable securities held in Trust Account (a) | | $ | 230,053,249 | | | $ | 230,053,249 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | | | | | | |
| Warrant Liability – Public Warrants | | $ | 14,950,000 | | | $ | 14,950,000 | | | $ | — | | | $ | | |
| | | | | | | | | | | | | | | | | |
| Warrant Liability – Private Placement Warrants | | $ | 8,580,000 | | | $ | — | | | $ | 8,580,000 | | | $ | | |
(a) In accordance with Subtopic 820-10, certain investments
| | | | | | | | | | | | | | | | |
| |
| | |
| | |
| | |
| |
| | | | | | | | | | | | | | | | |
Cash and marketable securities held in Trust Account | | $ | 230,053,249 | | | $ | 230,053,249 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Warrant Liability – Public Warrants | | $ | 14,950,000 | | | $ | 14,950,000 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | | | | | |
Warrant Liability – Private Placement Warrants | | $ | 8,580,000 | | | $ | 0 | | | $ | 8,580,000 | | | $ | 0 | |
| | | | | | | | | | | | | | | | | |
The following table presents information about the Company’s assets that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation ofon a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to the amounts presented in the accompany financial statements.determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
December 31, 2020 U.S. Treasury Securities (Mature on 3/18/2021) | | | 1 | | | $ | 230,052,496 | | | $ | 4,291 | | | $ | 230,056,787 | |
| | | | | | | | | | | | | | | | | |
SANDBRIDGE ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
The Company’s net deferred tax assets are as follows:
| | | March 31, 2021 | | | December 31, 2020 | |
| Deferred tax asset | | | | | | |
| Net operating loss carryforward | | $ | 10,920 | | | $ | 10,861 | |
| Change in fair value of warrants | | | 753,532 | | | | — | |
| Organizational costs/Startup expenses | | | 456,120 | | | | 78,848 | |
| Total deferred tax asset | | | 1,220,572 | | | | 89,709 | |
| Valuation allowance | | | (1,220,572 | ) | | | (89,709 | )
|
| Deferred tax asset, net of allowance | | $ | — | | | $ | — | |
| | | | | | | | |
| | | June 30,
2021 | | | December 31,
2020 | |
| | | | | | | | |
Net operating loss carryforward | | $ | 10,920 | | | $ | 10,861 | |
Change in fair value of warrants | | | (380,100 | ) | | | 0 | |
Organizational costs/Startup expenses | | | 1,115,645 | | | | 78,848 | |
| | | | | | | | | |
| | | 746,465 | | | | 89,709 | |
| | | (746,465 | ) | | | (89,709 | ) |
| | | | | | | | | |
Deferred tax asset, net of allowance | | $ | 0 | | | $ | 0 | |
| | | | | | | | | |
The income tax provision consists of the following:
| | | March 31, 2021 | | | December 31, 2020 | |
| Federal | | | | | | |
| Current | | $ | — | | | $ | — | |
| Deferred | | | (1,220,572 | ) | | | (89,709 | ) |
| | | | | | | | | |
| State | | | | | | | | |
| Current | | $ | — | | | $ | — | |
| Deferred | | | — | | | | — | |
| Change in valuation allowance | | | 1,220,572 | | | | 89,709 | |
| Income tax provision | | $ | — | | | $ | — | |
| | | | | | | | |
| | | June 30,
2021 | | | December 31,
2020 | |
| | | | | | | | |
| | $ | 0 | | | $ | 0 | |
| | | (746,465 | ) | | | (89,709 | ) |
| | | | | | | | |
| | $ | 0 | | | $ | 0 | |
| | | 0 | | | | 0 | |
Change in valuation allowance | | | 746,465 | | | | 89,709 | |
| | | | | | | | | |
| | $ | 0 | | | $ | 0 | |
| | | | | | | | | |
As of March 31,June 30, 2021, the Company had a U.S. federal net operating loss carryover of approximately $52,000 available to offset future taxable income.
In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For three months and six months ended March 31,June 30, 2021, the change in the valuation allowance was $1,220,572.$746,465 and $1,082,267, respectively.
A reconciliation of the federal income tax rate to the Company’s effective tax rate at March 31,June 30, 2021 is as follows:
| | March 31,
2021
| | |
| | | |
Statutory federal income tax rate | | | 21.0 | % |
State taxes, net of federal tax benefit | | | 0.0 | % |
Change in fair value of warrant liability | | | -13.2
10.7 | % |
Change in valuation allowance | | | -31.7 | % |
| | | | |
| | | 0.0 | % |
| | | | |
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were available to be issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
References in this report (the “Quarterly Report”) to “we,” “us” or For further information regarding the “Company” refer to Sandbridge Acquisition Corporation. References to our “management” or our “management team” refer to our officersBusiness Combination and directors, references to the “Sponsor” refer to Sandbridge Acquisition Holdings LLC. The following discussion and analysis ofrelated transactions described below, see the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the “Risk Factors” section of the Company’s AnnualCurrent Report on Form
10-K/A 8-K
filed with the
U.S. Securities and Exchange Commission (the “SEC”)SEC on
May 26, 2021. The Company’s filings pursuant to the Securities Act and the Exchange Act can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. ExceptJuly 21, 2021, as
expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company formed under the laws of the State of Delaware on June 23, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants (as defined below), our capital stock, debt or a combination of cash, stock and debt.
Recent Developments
amended.
On FebruaryJuly 15, 2021 the Company entered into a business combination agreement by and among itself, Project Olympus Merger Sub, Inc., a wholly owned subsidiary (“Merger Sub”), and Owlet Baby Care Inc. (“Owlet”) (“Business Combination Agreement”). Owlet provides a data-driven connectivity platform to the nursey for parents. If approved by the Company’s and Owlet’s stockholders, Merger Sub will merge with and into Owlet, with Owlet surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). In addition, in connection with the consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”“Closing Date”), the Company will becompleted the Business Combination, was renamed “Owlet, Inc.” and is referred to belowherein as “New Owlet” asfollowing the consummation (the “Closing”) of the time following such change of name.
transactions described below. As a consequence of the
Merger,Business Combination, each share of
the Company’sSandbridge Class B common stock that
iswas issued and outstanding as of immediately prior to the
Effective Time will automatically converteffective time of the Merger (the “Effective Time”) was converted, on abasis, into a share of New Owlet Class A common stock (“New Owlet common stock”)
on a one-for-one basis in accordance with the terms of the Company’s amended and restated certificate of incorporation, dated September 14, 2020.. The
proposed business combination with Owlet will haveBusiness Combination had no effect on the
Company’sSandbridge Class A common stock that
iswas issued and outstanding as of immediately prior to the Effective Time, which
will continuecontinues to remain outstanding.
As a consequence of the Merger, at the Effective Time, and as further described in this proxy statement/prospectus, (i) each share of Old Owlet capital stock (as defined herein) that iswas issued and outstanding immediately prior to the Effective Time will be cancelled and converted intobecame the right to receive the number of shares of New Owlet common stock equal to the Exchange Ratio (as defined in the Business Combination Agreement), rounded down to the nearest whole share;herein); (ii) each option to purchase shares of Old Owlet common stock, whether vested or unvested, that iswas outstanding and unexercised as of immediately prior to the Effective Time will bewas assumed by New Owlet and will automatically becomebecame an option (vested or unvested, as applicable) to purchase a number of shares of New Owlet common stock equal to the number of shares of Old Owlet common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest whole cent, except that, subject to specifiedcertain limitations, holders of vested options maycould instead elect to receive a cash payment in lieu of assumption of a portion of their vested options up to an aggregate cap of $10 million;options; and (iii) each share of Old Owlet common stock that iswas subject to a risk of forfeiture or right of repurchase at the original purchase price as of immediately prior to the Effective Time shall beis subject to the same risk of forfeiture or right of repurchase (proportionately adjusted to reflect the Exchange Ratio) which risk of forfeiture or right of repurchase shall lapse in accordance with the same vesting schedule as that of the Old Owlet restricted stock.Restricted Stock.
The Merger is expectedConcurrently with the execution of the Business Combination Agreement, Sandbridge entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to closewhich the PIPE Investors purchased, immediately prior to the Closing, an aggregate of 12,968,000 shares of Sandbridge Class A common stock at a purchase price of $10.00 per share (the “PIPE Financing”). Sandbridge’s units, Class A common stock and public warrants were publicly traded on the New York Stock Exchange (“NYSE”) under the symbols “SBG.U,” “SBG” and “SBG WS,” respectively. Upon the Closing, the New Owlet common stock and public warrants were listed on the NYSE under the symbols “OWLT” and “OWLT WS,” respectively. New Owlet does not have units traded following the Closing. A total of 19,758,773 shares of Class A common stock were presented for redemption in connection with the Business Combination (the “Redemptions”). As a result, there was approximately $32.4 million remaining in the third quarterTrust Account following redemptions. Combined with the $129.7 million in gross proceeds from a concurrent private placement, there was approximately $135.4 million of 2021, followingcash available to the receiptcombined company from the transaction, after deducting transaction fees and expenses.
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Sandbridge will be treated as the “acquired” company for accounting purposes and the financial statements of the required approvalpost-combination company will represent a continuation of the financial statements of Old Owlet with the acquisition being treated as the equivalent of Old Owlet issuing stock for the net assets of Sandbridge, accompanied by the Company’s and Owlet’s stockholders and the fulfillmenta recapitalization. The net assets of Sandbridge will be stated at historical cost, with no goodwill or other customary closing conditions.intangible assets recorded.
The preponderance of evidence as described below is indicative that Old Owlet is the accounting acquirer in the Business Combination based on evaluation of the following facts and circumstances under both the no and maximum redemption scenarios:
Old Owlet stockholders will have the largest voting interest in the post-combination company;
the board of directors of the post-combination company will have up to nine members, and Old Owlet will have the ability to nominate the majority of the members of the board of directors;
Old Owlet management will continue to hold executive management roles for the post-combination company and be responsible for theoperations; the post-combination company will assume the Old Owlet name;
the post-combination company will maintain the current Old Owlet headquarters; and
the intended strategy of the post-combination entity will continue Old Owlet’s current strategy of product development and market penetration.
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Sandbridge Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Sandbridge Acquisition Holdings LLC. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Becoming a parent is a life-changing milestone. New mothers and fathers become caregivers overnight and share the same primary concerns of sleep, safety, and sickness. Parents, who are increasingly older and busier, assume the roles of doctor, dietitian, and sleep trainer. In many cases, parents receive minimal guidance, counseling, or affirmation of how well they are caring for their newborn, which often leads to increased anxiety and feelings worry. As a result, parents lose on average 44 nights of sleep during the first year of an infant’s life. Furthermore, the first years of life are the most expensive for healthcare with over 92 million well, sick, and emergency room visits annually in the United States.
Enter Owlet. Our mission is to empower parents with the right information at the right time, to give them more peace of mind and help them find more joy in the journey of parenting. Our digital parenting platform aims to give parents real-time data and insights to help parents feel calmer and more confident. We believe that every parent deserves peace of mind and the opportunity to feel their well-rested best. We also believe that every child deserves to live a long, happy, and healthy life, and we are working to develop products to help facilitate that. Our ecosystem of digital parenting solutions, including our connected anchor product, the Owlet Smart Sock, is helping to transform modern parenting by providing parents data-driven insights into their children’s well-being in the comfort of their own home. We believe that by developingin-home
pediatric monitoring and analytics technologies, we can not only provide parents with peace of mind about their children, but also create future applications that have the potential to decrease infant death due to Sudden Unexplained Infant Death (SUID) and Sudden Infant Death Syndrome (SIDS) and opportunistically detect infant ailments such as respiratory syncytial virus (RSV) and supraventricular tachycardia (SVT). With Owlet, parents can better navigate the journey of parenthood, rest easier and have greater peace of mind. Based on the United Nations global population estimates of children aged zero to five and prices of our current products and our estimates for prices of products in development, we estimate the total addressable market for our existing products to be $21 billion, and that the total addressable market for our existing and pipeline products will reach an estimated $81 billion by 2025. We believe the opportunity ahead of us is significant, and that increased parental engagement in childcare, the consumerization of pulse oximetry, and telehealth adoption are key trends accelerating growth in our target markets.
Prior to the closing of the Business Combination, we were a blank shell company formed under the laws of the State of Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On July 15, 2021, the Closing Date, the Company completed the previously announced Business Combination pursuant to that certain Business Combination Agreement by and among Sandbridge, Project Olympus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Sandbridge (“Merger Sub”), and Owlet Baby Care Inc. (“Old Owlet”). Merger Sub merged with and into Old Owlet (the “Merger”), with Old Owlet surviving the Merger as a wholly owned subsidiary of Sandbridge. In addition, upon the effectiveness of the Company’s amended and restated certificate of incorporation, Sandbridge was renamed “Owlet, Inc.” and is referred to herein as “New Owlet” following the consummation (the “Closing”) of the transactions described below. As a consequence of the Business Combination, each share of Sandbridge Class B common stock that was issued and outstanding as of immediately prior to the effective time of the Merger (the “Effective Time”) was converted, on abasis, into a share of New Owlet Class A common stock (“New Owlet common stock”). The Business Combination had no effect on the Sandbridge Class A common stock that was issued and outstanding as of immediately prior to the Effective Time, which continues to remain outstanding. As a consequence of the Merger, at the Effective Time, and as further described in this proxy statement/prospectus, (i) each share of Old Owlet capital stock (as defined herein) that was issued and outstanding immediately prior to the Effective Time became the right to receive the number of shares of New Owlet common stock equal to the Exchange Ratio (as defined herein); (ii) each option to purchase shares of Old Owlet common stock, whether vested or unvested, that was outstanding and unexercised as of immediately prior to the Effective Time was assumed by New Owlet and automatically became an option (vested or unvested, as applicable) to purchase a number of shares of New Owlet common stock equal to the number of shares of Old Owlet common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest whole cent, except that, subject to certain limitations, holders of vested options could instead elect to receive a cash payment in lieu of assumption of a portion of their vested options; and (iii) each share of Old Owlet common stock that was subject to a risk of forfeiture or right of repurchase at the original purchase price as of immediately prior to the Effective Time is subject to the same risk of forfeiture or right of repurchase (proportionately adjusted to reflect the Exchange Ratio) which risk of forfeiture or right of repurchase shall lapse in accordance with the same vesting schedule as that of the Old Owlet Restricted Stock. Concurrently with the execution of the Business Combination Agreement, Sandbridge entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors purchased, immediately prior to the Closing, an aggregate of 12,968,000 shares of Sandbridge Class A common stock at a purchase price of $10.00 per share (the “PIPE Financing”). Sandbridge’s units, Class A common stock and public warrants were publicly traded on the New York Stock Exchange (“NYSE”) under the symbols “SBG.U,” “SBG” and “SBG WT,” respectively. Upon the Closing, the New Owlet common stock and public warrants were listed on the NYSE under the symbols “OWLT” and “OWLT WS,” respectively. New Owlet does not have units traded following the Closing. A total of 19,758,773 shares of Class A common stock were presented for redemption in connection with the Business Combination (the “Redemptions”). As a result, there was approximately $32.4 million remaining in the trust account following redemptions. Combined with the $129.7 million in gross proceeds from a concurrent private placement, there was approximately $135.4 million of cash available to the combined company from the transaction, after deducting transaction fees and expenses.
We haveThrough June 30, 2021, we were a blank check company that neither engaged in any operations nor generated any revenues to date. Our only activities from June 23, 2020 (inception) through
March 31,June 30, 2021 were organizational activities, those necessary to prepare for our initial public offering (the “Initial Public Offering”), described below, and the search for a target company for a Business Combination. We
do not expect to generate any operating revenues until after the completion of our Business Combination. We generate generatednon-operating
income in the form of interest income on marketable securities held in the Trust Account (as defined below). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the threesix months ended March 31,June 30, 2021, we had a net incomeloss of $1,517,138,$7,077,653, which consists of formation and operating costs of $3,588,249,$5,312,596 and the change in the fair value of the warrants of (1,810,000), offset by interest income on marketable securities held in the Trust Account of $37,387$43,125, and the change in the fair valueother income of the warrants of $5,068,000.$1,818.
Liquidity and Going Concern
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of our Class B common stock by the Sponsor and loans from our Sponsor.
On September 17, 2020, we completed the Initial Public Offering of 23,000,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,000,000 Units, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we completed the sale of 6,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of $6,600,000.
Following the Initial Public Offering, including the full exercise of the over-allotment option by the underwriters’underwriters and the sale of the Private Placement Warrants, a total of $230,000,000 was placed in a trust account (the “Trust Account”) and we had $1,977,519 of cash held outside of the Trust Account, after payment of certain costs related to the Initial Public Offering, and available for working capital purposes. We incurred $12,948,806 in transaction costs, including $4,204,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $694,806 of other offering costs.
For the threesix months ended March 31,June 30, 2021, cash used in operating activities was $443,769.$800,797. Net incomeloss of $1,517,138$7,077,652 was affected by interest earned on marketable securities held in the Trust Account of $37,387,$43,125, change in the fair value of warrants of $5,068,000$(1,810,000) and changes in operating assets and liabilities, which provided $3,144,480$4,469,542 of cash from operating activities.
At
March 31,June 30, 2021, our cash position and history of losses required management to assess our ability to continue operating as a going concern, according to FASB Accounting Standards Update
No. 2014-15,
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern
. Management evaluated the Company’s history of losses and negative working capital and determined that these factors raise substantial doubt about our ability to continue as a going concern, unless we take actions to alleviate those conditions. Our primary sources of liquidity have been funds generated from our equity and debt financings.
As of March 31,June 30, 2021, we had cash and marketable securities held in the Trust Account of $230,090,636. We intend$230,096,373, and we intended to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, to complete ourthe Business Combination. We mayAs of June 30, 2021, we had the ability to withdraw interest to pay franchise and income taxes. During the period ended March 31,June 30, 2021, we did not withdraw any interest earned on the Trust Account. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
The Company has nominal assets and has generated no revenues since inception.
As of March 31,June 30, 2021, we had cash of $826,465$469,437 outside of the Trust Account. We intendAccount, and we intended to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. The loans would be repaid upon consummation of a Business Combination, without interest.Off-Balance
Sheet Arrangements
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Off-Balance Sheet Arrangements
We havehad no obligations, assets or liabilities that would be considered
off-balance
sheet arrangements as of
March 31,June 30, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating
off-balance
sheet arrangements. We have not entered into any
off-balance
sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any
non-financial
assets.
WeAs of June 30, 2021, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support to the Company. We began incurring these fees on September 14, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and the Company’s liquidation.
Certain of the underwriters of the Initial Public Offering arewere entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will becomebecame payable to the underwriters from the amounts held in the Trust Account solely inupon completion of the event that we complete a Business Combination subject to the terms of the underwriting agreement.on July 15, 2021. The underwriters did not receive any upfront underwriting discount or commissions on the 1,980,000 Units purchased by the members of our Sponsor that arewere affiliated with Pacific Investment Management Company LLC, but will receivereceived deferred underwriting commissions with respect to such Units.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We haveThrough June 30, 2021, we identified the following critical accounting policies:
We account for the warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in our
statementcondensed statements of operations. The fair value of the warrants was estimated using quoted prices in an active market.
Class A Common Stock Subject to Possible Redemption
We accountaccounted for our shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption iswere classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) iswas classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our unaudited condensed balance sheet.
Net Loss per Common Share
We
applyapplied the
two-class
method in calculating earnings per share. Net income per common share, basic and diluted for Class A redeemable common stock
iswas calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A redeemable common stock outstanding for the periods. Net income
(loss) per common share, basic and diluted, for
and Class B
non-redeemable
common stock is calculated by dividing net income
(loss) less income attributable to Class A redeemable common stock, by the weighted average number of shares of Class B
non-redeemable
common stock outstanding for the periods presented.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
| Quantitative and Qualitative Disclosures About Market Risk |
As of March 31,June 30, 2021, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures
(as such defined in Rules13a-15(e)
and15d-15(e)
under the Exchange Act) are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended
March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.June 30, 2021. Based upon that evaluation, our Certifying Officers concluded that, solely due to the Company’s restatement of its financial statements to reclassify the Company’s warrants as described in the
10-K/A
filed on May 26, 2021, our disclosure controls and procedures were not effective as of
March 31,June 30, 2021.
In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form10-Q
present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting
(as defined in Rules13a-15(f)
and15d-15(f)
under the Exchange Act) that occurred during the
fiscal quarter ofthree months ended June 30, 2021
covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting,
aswith the
circumstances that led toexception of the
restatement of our financial statements had not yet been identified. However,below.Our management did implementimplemented changes in internal control over financial reporting during second quarter of 2021 designed to remediate a material weakness solely related to the presentation of the Company’s warrants as equity instead of liability. We planenhanced our processes, and will continue to enhance our processesexpend a substantial amount of effort and resources, to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time includealso included increasing communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
20
PART II - OTHER INFORMATION
None.From time to time, we may be involved in claims and proceedings arising in the course of our business. The outcome of any such claims or proceedings, regardless of the merits, is inherently uncertain. We are not currently party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.
The informationOur business, financial condition and operating results can be affected by a number of factors, whether current known or unknown, including but not limited to
be reported under this Item is not required for smaller reporting companies.those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. For a discussion of these potential risks and uncertainties, see the section entitled “Risk Factors
” in the final prospectus and definitive proxy statement, filed with the SEC on June 21, 2021, as updated by the risk factors disclosed in the section titled “Risk Factors
” in our Registration Statement on FormS-1
(FileNo. 333-258506),
filed with the SEC on August 5, 2021. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and the price of our common stock. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Not Applicable.On July 15, 2021, we issued 12,968,000 shares of common stock as part of the PIPE Financing at a price per share of $10.00. Additionally, on July 15, 2021, we issued 53,133,010 shares of common stock to former equityholders of Owlet Baby Care Inc. as part of the consideration for the Business Combination. The foregoing securities were issued pursuant to Section 4(a)(2) of the Securities Act.
| Defaults Upon Senior Securities. |
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | |
| 2.1† | | Business Combination Agreement, dated as of February 15, 2021, by and among the Registrant, Project Olympus Merger Sub, Inc. and Owlet Baby Care Inc. | | | 8-K | | | | 001-39516 | | | | 2.1 | | | | 02/16/2021 | | | | | |
| | | | | | |
| 3.1 | | Second Amended and Restated Certificate of Incorporation of Owlet, Inc. | | | S-4 | | | | 333-254888 | | | | 3.3 | | | | 03/31/2021 | | | | | |
| | | | | | |
| 3.2 | | Amended and Restated Bylaws of Owlet, Inc. | | | S-4 | | | | 333-254888 | | | | 3.4 | | | | 03/31/2021 | | | | | |
| | | | | | |
| 4.1 | | Warrant Agreement, dated September 14, 2020, between Sandbridge Acquisition Corp. and Continental Stock Transfer & Trust Company. | | | 8-K | | | | 001-39516 | | | | 4.1 | | | | 09/18/2020 | | | | | |
| | | | | | |
| 10.1# | | Fourth Amendment to Second Amended and Restated Loan and Security Agreement, dated as of May 14, 2021, by and between Owlet Baby Care Inc. and Silicon Valley Bank | | | S-4 | | | | 333-254888 | | | | 10.15 | (d) | | | 05/28/2021 | | | | | |
| | | | | | |
| 10.2# | | Fifth Amendment to Second Amended and Restated Loan and Security Agreement, dated as of May 25, 2021, by and between Owlet Baby Care Inc. and Silicon Valley Bank | | | S-4 | | | | 333-254888 | | | | 10.15 | (e) | | | 05/28/2021 | | | | | |
| | | | | | |
| 31.1 | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | | | | | | | | | | | | * | |
| | | | | | |
| 31.2 | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | | | | | | | | | | | | * | |
| | | | | | |
| 32.1 | | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | | | | | | | | | | | | * | * |
| | | | | | |
| 32.2 | | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | | | | | | | | | | | | * | * |
| | | | | | |
| 101.INS | | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | | | | | | | | | | | | * | |
| | | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | | | | | | | | | | | | * | |
| | | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | | | | | | | | * | |
| | | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | | | | | | | | | | * | |
| | | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | | | | | | | | | | | * | |
| | | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | | | | | | | | | | | * | |
| | | | | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | | | | | | | | | | | | | | | * | |
No. | | Description of Exhibit |
| | Business Combination Agreement, dated as of February 15, 2021, by and among Sandbridge Acquisition Corporation, Project Olympus Merger Sub, Inc. and Owlet Baby Care Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-39516) filed with the SEC on February 16, 2021). |
| | Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39516) filed with the SEC on February 16, 2021).
|
| | Sponsor Letter Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39516) filed with the SEC on February 16, 2021).
|
| | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS* | | XBRL Instance Document |
101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document |
101.SCH* | | XBRL Taxonomy Extension Schema Document |
101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* | | XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document |
| † | Certain of theThe annexes, schedules, and certain exhibits and schedules to this Exhibit have been omitted in accordance withpursuant to Item 601(b)(2) of Regulation S-K Item 601(a)(5). S-K. The Registrant hereby agrees to furnish supplementally a copy of allany omitted exhibits and schedulesannex, schedule or exhibit to the SEC upon its request. |
| # | Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to RegulationS-K, Item 601(b)(10). |