SCHEDULE: Owlet Investor Group Boosts Stake to 40.5% via Warrant Exchange

An investor group led by Lior Susan, a board member, increased its beneficial ownership in Owlet, Inc. to 40.5% of Class A Common Stock following a warrant exchange.

Summary

• Eclipse Early Growth Fund I, L.P. (Eclipse EGF I) exchanged 5,300,921 Series A Warrants and 1,166,935 Series B Warrants for 3,898,906 shares of Owlet, Inc.'s Class A Common Stock.
• The warrant exchange closed on October 10, 2025, with no additional consideration paid.
• Following the exchange, Lior Susan, a member of Owlet's Board of Directors, beneficially owns 9,656,635 shares, representing 40.5% of the Class A Common Stock.
• Lior Susan's beneficial ownership includes 1,066,472 shares held by Eclipse Continuity I, 968,694 shares held by Eclipse I, and 7,621,469 shares held by Eclipse EGF I (comprising 5,665,669 Class A shares and 1,955,800 shares issuable upon conversion of preferred stock).
• Eclipse Early Growth Fund I, L.P. (Eclipse EGF I) beneficially owns 7,621,469 shares, representing 30.8% of the Class A Common Stock, including convertible preferred stock.
• The total outstanding Class A Common Stock reported by the Issuer to the Reporting Persons on October 14, 2025, was 22,788,420 shares.

Sentiment

Score: 7

Explanation: The conversion of warrants to common stock simplifies the capital structure and increases direct equity alignment for a major investor, which is generally positive for corporate governance and transparency, despite increased ownership concentration.

Positives

• The warrant exchange simplifies the capital structure by converting outstanding warrants into common stock.
• Increased direct equity ownership by a significant investor group, including a board member, aligns their interests more closely with common shareholders.
• The warrant exchange was completed for no additional consideration, avoiding further cash outflow for the company.

Negatives

• The increased concentration of ownership by the Reporting Persons could lead to reduced liquidity for other shareholders and potentially greater influence over corporate decisions.

Risks

• Concentrated ownership by the Reporting Persons, including a board member, could allow them significant influence over corporate actions, potentially impacting other shareholders.

Future Outlook

The Reporting Persons currently have no present plans or intentions to engage in transactions such as mergers, asset sales, changes in management, or other significant corporate actions beyond the reported warrant exchange.

Industry Context

This filing primarily details changes in beneficial ownership and capital structure for Owlet, Inc. and does not provide information to analyze broader industry trends or the competitive landscape.

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past five years.
• None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws in the last five years.

Related Party Transactions

• The Warrant Exchange Agreement involved Eclipse Early Growth Fund I, L.P. (Eclipse EGF I). Lior Susan, a member of Owlet's Board of Directors, is the sole managing member of Eclipse Early Growth GP I, LLC, which is the general partner of Eclipse EGF I, constituting a related party transaction.

Stakeholder Impact

• Shareholders: The warrant exchange converts potential dilution from warrants into actual common stock, potentially simplifying valuation. The increased concentration of ownership by the Eclipse group and Lior Susan could give them greater influence over company decisions.
• Company (Owlet, Inc.): Simplifies the capital structure by reducing the number of outstanding warrants.

Next Steps

• No specific future actions or milestones are mentioned beyond the statement that the Reporting Persons have no present plans for further significant transactions.

Key Dates

Recommendation

The filing primarily details a change in beneficial ownership and a warrant exchange, which simplifies the capital structure. While increased insider ownership can be a positive signal of confidence, the concentration of ownership also introduces potential governance considerations. Without further financial or operational updates, a 'hold' recommendation is appropriate, awaiting more comprehensive information to assess the company's overall performance and strategic direction.

Keywords

Owlet Inc, Class A Common Stock, Schedule 13D, beneficial ownership, warrant exchange, Lior Susan, Eclipse Ventures, capital structure, investor stake, SEC filing