Amendment: SEC Form SCHEDULE 13D/A filed by Owlet Inc.
$OWLT
Industrial Machinery/Components
Industrials
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
|
OWLET, INC. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
69120X107 (CUSIP Number) |
Lior Susan, Managing Member Eclipse Ventures, 541 High Street, Suite 4 Palo Alto, CA, 94301 (650) 720-4667 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 69120X107 |
| 1 |
Name of reporting person
Eclipse Continuity GP I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,066,472.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held by Eclipse Continuity I (as defined in Item 2(a)). Eclipse Continuity GP (as defined in Item 2(a)) is the general partner of Eclipse Continuity I and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Mr. Susan (as defined in Item 2(a)), a member of the Issuer's Board (as defined in Item 2(a)), is the sole managing member of Eclipse Continuity GP and may be deemed to have voting and dispositive power with respect to these securities.
Based on 22,788,420 shares of Class A Common Stock outstanding as reported by the Issuer to the Reporting Persons (as defined in Item 2(a)) on October 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 69120X107 |
| 1 |
Name of reporting person
Eclipse Continuity Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,066,472.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held by Eclipse Continuity I. Eclipse Continuity GP is the general partner of Eclipse Continuity I and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Lior Susan, a member of the Issuer's Board, is the sole managing member of Eclipse Continuity GP and may be deemed to have voting and dispositive power with respect to these securities.
Based on 22,788,420 shares of Class A Common Stock outstanding as reported by the Issuer to the Reporting Persons on October 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 69120X107 |
| 1 |
Name of reporting person
Eclipse Ventures GP I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
968,694.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held by Eclipse I (as defined in Item 2(a)). Eclipse I GP (as defined in Item 2(a)) is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Mr. Susan, a member of the Issuer's Board, is the sole managing member of Eclipse I GP and may be deemed to have voting and dispositive power with respect to these securities.
Based on 22,788,420 shares of Class A Common Stock outstanding as reported by the Issuer to the Reporting Persons on October 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 69120X107 |
| 1 |
Name of reporting person
Eclipse Ventures Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
968,694.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held by Eclipse I. Eclipse I GP is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Mr. Susan, a member of the Issuer's Board, is the sole managing member of Eclipse I GP and may be deemed to have voting and dispositive power with respect to these securities.
Based on 22,788,420 shares of Class A Common Stock outstanding as reported by the Issuer to the Reporting Persons on October 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 69120X107 |
| 1 |
Name of reporting person
Eclipse Early Growth GP I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,621,469.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held by Eclipse EGF I (as defined in Item 2(a)) and consists of (i) 1,766,763 shares of Class A Common Stock plus (ii) an aggregate of 1,955,800 shares of Class A Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock. Eclipse EG GP I (as defined in Item 2(a)) is the general partner of Eclipse EGF I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Mr. Susan, a member of the Issuer's Board, is the sole managing member of Eclipse EG GP I and may be deemed to have voting and dispositive power with respect to these securities.
Based on (i) 22,788,420 shares of Class A Common Stock outstanding as reported by the Issuer to the Reporting Persons on October 14, 2025 plus (ii) an aggregate of 1,955,800 shares of Class A Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock held by Eclipse EGF I.
SCHEDULE 13D
|
| CUSIP No. | 69120X107 |
| 1 |
Name of reporting person
Eclipse Early Growth Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,621,469.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held by Eclipse EGF I and consists of (i) 1,766,763 shares of Class A Common Stock plus (ii) an aggregate of 1,955,800 shares of Class A Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock. Eclipse EG GP I is the general partner of Eclipse EGF I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Mr. Susan, a member of the Issuer's Board, is the sole managing member of Eclipse EG GP I and may be deemed to have voting and dispositive power with respect to these securities.
Based on (i) 22,788,420 shares of Class A Common Stock outstanding as reported by the Issuer to the Reporting Persons on October 14, 2025 plus (ii) an aggregate of 1,955,800 shares of Class A Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock held by Eclipse EGF I.
SCHEDULE 13D
|
| CUSIP No. | 69120X107 |
| 1 |
Name of reporting person
Lior Susan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,656,635.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 1,066,472 shares of Class A Common Stock held by Eclipse Continuity I, (ii) 968,694 shares of Class A Common Stock held by Eclipse I, (iii) 5,665,669 shares of Class A Common Stock held by Eclipse EGF I and (iv) an aggregate of 1,955,800 shares of Class A Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock held by Eclipse EGF I. Eclipse Continuity GP is the general partner of Eclipse Continuity I and may be deemed to have voting and dispositive power over the shares held by Eclipse Continuity I. Eclipse I GP is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Eclipse EG GP I is the general partner of Eclipse EGF I and may be deemed to have voting and dispositive power over the shares held by Eclipse EGF I. Mr. Susan, a member of the Issuer's Board, is the sole managing member of each of Eclipse Continuity GP, Eclipse I GP and Eclipse EG GP I and may be deemed to have voting and dispositive power with respect to the shares held by each of Eclipse Continuity I, Eclipse I and Eclipse EGF I.
Based on (i) 22,788,420 shares of Class A Common Stock outstanding as reported by the Issuer to the Reporting Persons on October 14, 2025 plus (ii) an aggregate of 1,955,800 shares of Class A Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock held by Eclipse EGF I.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
OWLET, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
2940 West Maple Loop Drive Suite 203, Lehi,
UTAH
, 84048. | |
Item 1 Comment:
Explanatory Note:
This joint statement on Schedule 13D/A (this "Statement") is filed with respect to the Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of Owlet, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 5 supplements and amends the Schedule 13D relating to the Class A Common Stock of the Issuer that was filed with the Commission on July 26, 2021, as amended by Amendment No. 1 filed with the Commission on February 27, 2023, Amendment No. 2 filed with the Commission on February 8, 2024, Amendment No. 3 filed with the Commission on March 4, 2024, and Amendment No. 4 filed with the Commission on August 22, 2024 (the "Original Schedule 13D"). Only those items that are reported are hereby amended; all other items reported in the Original Schedule 13D remain unchanged. Capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | This Statement is being filed by Eclipse Ventures Fund I, L.P. ("Eclipse I"), Eclipse Ventures GP I, LLC ("Eclipse I GP"), Eclipse Continuity Fund I, L.P. ("Eclipse Continuity I"), Eclipse Continuity GP I, LLC ("Eclipse Continuity GP"), Eclipse Early Growth Fund I, L.P. ("Eclipse EGF I") and Eclipse Early Growth GP I, LLC ("Eclipse EG GP I", and together with Eclipse I, Eclipse I GP, Eclipse Continuity I, and Eclipse EGF I, the "Reporting Entities") and Lior Susan ("Mr. Susan"), a member of the Issuer's board of directors (the "Board"). The Reporting Entities and Mr. Susan are collectively referred to as the "Reporting Persons." The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person. | |
| (b) | The address of the principal offices of each Reporting Entity and the business address of Mr. Susan is 514 High Street, Suite 4, Palo Alto, California 94301. | |
| (c) | Each Reporting Entity is a venture capital investment entity. Mr. Susan is engaged through venture capital investment entities in acquiring, holding and disposing of interests in various companies for investment purposes. Mr. Susan is the sole managing member of (i) Eclipse Continuity GP, the general partner of Eclipse Continuity I, (ii) Eclipse I GP, the general partner of Eclipse I and (iii) Eclipse EG GP I, the general partner of Eclipse EGF I. | |
| (d) | During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons are, nor during the last five years have been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Each of Eclipse Continuity GP, Eclipse I GP and Eclipse EG GP I is a limited liability company organized under the laws of the State of Delaware. Each of Eclipse Continuity I, Eclipse I and Eclipse EGF I is a limited partnership organized under the laws of the State of Delaware. Mr. Susan is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplement by adding the following to the end of Item 4:
On August 7, 2025, the Issuer entered into an Exchange Agreement with certain investors, including Eclipse EGF I (the "Warrant Exchange Agreement"), pursuant to which Eclipse EGF I exchanged 5,300,921 Series A Warrants and 1,166,935 Series B Warrants for an aggregate of 3,898,906 shares of the Issuer's Class A Common Stock for no additional consideration (the "Warrant Exchange"). The Warrant Exchange closed on October 10, 2025.
The above summary of the Warrant Exchange Agreement is qualified by reference to such description and the full text of the Form of Warrant Exchange Agreement, a form of which is filed as Exhibit 1 to this Statement and is incorporated by reference herein.
Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of the Original Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 of the cover pages of this Statement and Item 2 above. | |
| (b) | See Items 7-11 of the cover pages of this Statement and Item 2 above. | |
| (c) | Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days. | |
| (d) | Under certain circumstances set forth in the limited partnership agreements of Eclipse Continuity I, Eclipse I and Eclipse EGF I, the general partner and limited partners of each of Eclipse Continuity I, Eclipse I and Eclipse EGF I may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 of this Statement is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 11: Warrant Exchange Agreement, dated August 7, 2025, by and among Owlet, Inc. and certain investors part thereto as describe by the Issuer in their Current Report on Form 8-K as filed with the Commission on August 7, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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