SEC Comment Letter 0000000000-23-004998 to Owlet, Inc. (OWLT)
Owlet, Inc.
Date: May 11, 2023 · CIK: 0001816708 · Accession: 0000000000-23-004998
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271459
Letter
United States securities and exchange commission logo May 11, 2023 Kurt Workman Chief Executive Officer Owlet, Inc. 3300 North Ashton Boulevard, Suite 300 Lehi, Utah 84043 Re:Owlet, Inc. Registration Statement on Form S-3 Filed April 26, 2023 File No. 333-271459 Dear Kurt Workman: We have limited our review of your registration statement to those issues we have addressed in this comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Registration Statement on Form S-3, Filed April 26, 2023 General 1.You do not appear to be eligible to use Form S-3 for the proposed transaction. In this regard, we note that your periodic report on Form 8-K, filed December 6, 2022, regarding the deficiency letter received from the NYSE on November 29, 2022 was due on December 5, 2022. See General Instruction B.1 to Form 8-K. To be eligible to use Form S-3, registrants must timely file all required reports during the twelve calendar months prior to the filing of the registration statement, subject to certain limited exceptions. See General Instruction I.A.3(b) of Form S-3. Please amend to register this offering on Form S-1 or provide us with your analysis regarding how Owlet, Inc. meets the eligibility requirements to file on Form S-3.
FirstName LastNameKurt Workman Comapany NameOwlet, Inc. May 11, 2023 Page 2 FirstName LastName Kurt Workman Owlet, Inc. May 11, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551- 7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Drew Capurro
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United States securities and exchange commission logo
May 11, 2023
Kurt Workman
Chief Executive Officer
Owlet, Inc.
3300 North Ashton Boulevard, Suite 300
Lehi, Utah 84043
Re:Owlet, Inc.
Registration Statement on Form S-3
Filed April 26, 2023
File No. 333-271459
Dear Kurt Workman:
We have limited our review of your registration statement to those issues we have
addressed in this comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Registration Statement on Form S-3, Filed April 26, 2023
General
1.You do not appear to be eligible to use Form S-3 for the proposed transaction. In this
regard, we note that your periodic report on Form 8-K, filed December 6, 2022, regarding
the deficiency letter received from the NYSE on November 29, 2022 was due on
December 5, 2022. See General Instruction B.1 to Form 8-K. To be eligible to use Form
S-3, registrants must timely file all required reports during the twelve calendar months
prior to the filing of the registration statement, subject to certain limited
exceptions. See General Instruction I.A.3(b) of Form S-3. Please amend to register this
offering on Form S-1 or provide us with your analysis regarding how Owlet, Inc. meets
the eligibility requirements to file on Form S-3.
FirstName LastNameKurt Workman
Comapany NameOwlet, Inc.
May 11, 2023 Page 2
FirstName LastName
Kurt Workman
Owlet, Inc.
May 11, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-
7153 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Drew Capurro