United States securities and exchange commission logo
June 10, 2021
Ken Suslow
Chief Executive Officer
Sandbridge Acquisition Corp
1999 Avenue of the Stars, Suite 2088
Los Angeles, CA 90067
Re: Sandbridge
Acquisition Corporation
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 28, 2021
File No. 333-254888
Dear Mr. Suslow:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
14, 2021 letter.
Amendment No. 1 to Registration Statement on S-4 filed May 28, 2021
Unaudited Pro Forma Condensed Combined Financial Information
Other Related Events in Connection with the Business Combination, page
151
1. In regards to the
9,533,637 shares of New Owlet common stock representing outstanding
New Owlet option awards
on a net exercise basis, we note that a portion of the shares are
subject to cash
settlement upon valid elections made by the holders of Owlet's
vested options pursuant
to and contingent on the successful completion of the Business
Combination. The pro
forma financial information provided assumes no elections are
made to settle Owlet
option awards through a cash settlement. Please clarify in your
disclosures the portion
of these shares that are subject to cash settlement and
correspondingly help us
understand how you determined liability presentation in the pro
Ken Suslow
Sandbridge Acquisition Corp
June 10, 2021
Page 2
forma financial information was not necessary for the portion of these
shares. Refer to
ASC 718-10-25-15.
Our Platform, page 173
2. We note your updated disclosure that, "net income increased from $(2.1)
million to $(7.9)
million, and EBITDA improved from $(1.7) million to $(7.2) million" for
the three
months ended March 31, 2021 as compared to the three months ended March
31, 2020.
However, we note your disclosure on page 195 and 199 that your net loss
appears to have
increased over the period and your EBITDA appears to have decreased over
the period.
Please correct this inconsistency or otherwise advise.
Stock-based Compensation Expense, page 207
3. We note your response to comment 6. Please confirm that there have been
no additional
recent equity issuances aside from those awards listed in your response
with the latest
being in January 2021. It is not clear based on your response how the
fair value of
common stock underlying recent equity issuances, including the stock
options granted in
January 2021, reconciles to the valuation of common stock as indicated by
the terms of
the business combination transaction. We note the consideration of the
fully diluted pro
forma equity valuation and an implied pre-money valuation; however, it
remains unclear
how this compares to the fair value of common stock used for recent
equity
issuances. Please advise.
You may contact Nudrat Salik at 202-551-3692 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jason Drory at 202-551-8342 or Celeste Murphy at 202-551-3257 with any
other
questions.
Sincerely,
FirstName LastNameKen Suslow
Division of
Corporation Finance
Comapany NameSandbridge Acquisition Corp
Office of Life
Sciences
June 10, 2021 Page 2
cc: Emily J. Oldshue, Esq.
FirstName LastName