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Owlet, Inc.

2940 West Maple Loop Drive, Suite 203

Lehi, Utah 84048

March 10, 2026

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Re:       Owlet, Inc.

Registration Statement on Form S-3

File No. 333-294158

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-294158) (the “Registration Statement”) of Owlet, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on March 12, 2026, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

Thank you for your assistance in this matter.

Very truly yours,

OWLET, INC.

By:

 /s/ Kirsten O’Donnell

 Kirsten O’Donnell

 General Counsel

cc:        Jonathan Harris, Owlet, Inc.

Amanda Twede Crawford, Owlet, Inc.

Drew Capurro, Latham & Watkins LLP

February 19, 2026
Jonathan Harris
President and Chief Executive Officer
Owlet, Inc.
2940 West Maple Loop Drive, Suite 203
Lehi, Utah 84048
Re:Owlet, Inc.
Draft Registration Statement on Form S-3
Submitted February 13, 2026
CIK No. 0001816708
Dear Jonathan Harris:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and Services
cc:Drew Capurro, Esq.

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Owlet, Inc.

2940 West Maple Loop Drive, Suite 203

Lehi, Utah 84048

December 5, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Margaret Sawicki

Re:       Owlet, Inc.

Registration Statement on Form S-3

File No. 333-291697

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above‑referenced Registration Statement on Form S-3 (File No. 333-291697) (the “Registration Statement”) of Owlet, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on December 9, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

Thank you for your assistance in this matter.

Very truly yours,

OWLET, INC.

By:  /s/ Kirsten O’Donnell

 Kirsten O’Donnell

 General Counsel

cc:         Jonathan Harris, Owlet, Inc.

Amanda Twede Crawford, Owlet, Inc.

Drew Capurro, Latham & Watkins LLP

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 Document Owlet, Inc. 2940 West Maple Loop Drive, Suite 203 Lehi, Utah 84043 March 26, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Margaret Sawicki Re:        Owlet, Inc. Registration Statement on Form S-3 File No. 333-285718 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-285718) (the “Registration Statement”) of Owlet, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on March 28, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008. Thank you for your assistance in this matter. Very truly yours, OWLET, INC. By:  /s/ Kirsten O’Donnell Kristen O’Donnell General Counsel cc:         Kurt Workman, Owlet, Inc. Amanda Twede Crawford, Owlet, Inc. Drew Capurro, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Kurt Workman
Chief Executive Officer
Owlet, Inc.
2940 West Maple Loop Drive, Suite 203
Lehi, Utah 84043

 Re: Owlet, Inc.
 Registration Statement on Form S-3
 Filed March 11, 2025
 File No. 333-285718
Dear Kurt Workman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Drew Capurro, Esq.
</TEXT>
</DOCUMENT>

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Owlet, Inc.

3300 North Ashton Boulevard, Suite 300

Lehi, Utah 84043

August 21, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Benjamin Richie

Re: Owlet, Inc.

 Registration Statement on Form S-3

 File No. 333-281556

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-281556) (the “Registration Statement”) of Owlet, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on August 23, 2024, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008 or, in his absence, Eric Hanzich at (714) 755-8234.

Thank you for your assistance in this matter.

Very truly yours,

OWLET, INC.

By:

 /s/ Kirsten O’Donnell

 Kristen O’Donnell

 General Counsel

cc:

 Kurt Workman, Owlet, Inc.

 Amanda Twede Crawford, Owlet, Inc.

 Drew Capurro, Latham & Watkins LLP

 Eric Hanzich, Latham & Watkins LLP

August 20, 2024
Kurt Workman
Chief Executive Officer
Owlet, Inc.
3300 North Ashton Boulevard, Suite 300
Lehi, UT 84043
Re:Owlet, Inc.
Registration Statement on Form S-3
Filed August 14, 2024
File No. 333-281556
Dear Kurt Workman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Drew Capurro

United States securities and exchange commission logo
May 20, 2024
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 May 13, 2024
File No. 333-279375
Dear Kurt Workman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Abby Adams at 202-551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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Owlet, Inc.

3300 North Ashton Boulevard, Suite 300

Lehi, Utah 84043

May 20, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Abby Adams

Re: Owlet, Inc.

 Registration Statement on Form S-3

 File No. 333-279375

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-279375) (the “Registration Statement”) of Owlet, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on May 22, 2024, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

Thank you for your assistance in this matter.

Very truly yours,

OWLET, INC.

By: /s/ Albert Li

 Albert Li

 Chief Legal Officer and Secretary

cc: Kurt Workman, Owlet, Inc.

 Kate Scolnick, Owlet, Inc.

 Drew Capurro, Latham & Watkins LLP

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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Owlet, Inc.

3300 North Ashton Boulevard, Suite 300

Lehi, Utah 84043

May 11, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Benjamin Richie

Re:    Owlet, Inc.

Registration Statement on Form S-3

File No. 333-271459

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-271459) (the “Registration Statement”) of Owlet, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 5:00 p.m. Eastern Time on May 15, 2023, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

Thank you for your assistance in this matter.

Very truly yours,

OWLET, INC.

By:      /s/ Albert Li

Albert Li

Chief Legal Officer and Secretary

cc:    Kurt Workman, Owlet, Inc.

Kate Scolnick, Owlet, Inc.

Drew Capurro, Latham & Watkins LLP

|

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Company Acceleration Request

 Owlet, Inc.

2500 Executive Parkway, Suite 500

Lehi, Utah 84043

August 20, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

 Attention: Christopher Edwards

Re:
 Owlet, Inc.

Registration Statement on Form S-1 (As Amended)

File No. 333-258506

Ladies and Gentlemen:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on
Form S-1 (the “Registration Statement”) of Owlet, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on
August 24, 2021, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008 or, in his absence, Benjamin Potter at (650) 470-4809.

Thank you for your assistance in this matter.

 Very truly yours,

OWLET, INC.

By:

/s/ Jacob Briem

 Jacob Briem

 General Counsel and
Secretary

cc:
 Kurt Workman, Owlet, Inc.

Kate Scolnick, Owlet, Inc.

Benjamin Potter, Latham & Watkins LLP

Drew Capurro, Latham & Watkins LLP

United States securities and exchange commission logo
August 12, 2021
Kurt Workman
Chief Executive Officer
Owlet, Inc.
2500 Executive Parkway, Ste. 500
Lehi, Utah 84043
Re:Owlet, Inc.
Registration Statement on Form S-1
Filed August 5, 2021
File No. 333-258506
Dear Mr. Workman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Drew Capurro

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    SANDBRIDGE ACQUISITION CORPORATION

    1999 Avenue of the Stars, Suite 2088

    Los Angeles, CA 90067

    June 21, 2021

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Jason Drory and Celeste Murphy

          Re:

            Sandbridge Acquisition Corporation

              Registration Statement on Form S-4

              File No. 333-254888

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sandbridge Acquisition Corporation, a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of the above
      referenced Registration Statement to 4:00 p.m., Eastern Time, on June 21, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Ropes & Gray LLP, request by telephone that such Registration
      Statement be declared effective.

    Please contact Emily J. Oldshue at (617) 951-7241 or Christopher D. Comeau at (617) 951-7809, each of Ropes & Gray LLP, counsel to the Company, as soon as the registration statement has been declared effective, or if
      you have any other questions or concerns regarding this matter.

            Sincerely,

            /s/ Ken Suslow

            Ken Suslow

            Chief Executive Officer

          cc:

            Emily J. Oldshue, Esq.

              Christopher D. Comeau, Esq.

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    June 15, 2021

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Attention:  Jason Drory

          Re:

            Sandbridge Acquisition Corporation

              Amendment No. 1 to Registration Statement on Form S-4

              Filed May 28, 2021

              File No. 333-254888

    Ladies and Gentlemen:

    On behalf of Sandbridge Acquisition Corporation (the “Company”), we are submitting this letter to the Securities and Exchange Commission (the “SEC”) via EDGAR in response to the comment
      letter from the staff of the SEC (the “Staff”), dated June 10, 2021 (the “Comment Letter”), pertaining to the Company’s above-referenced Amendment No. 1 to Registration Statement on Form S-4 (the “Registration Statement”). In
      connection with such responses, the Company is concurrently filing an amendment to the Registration Statement.

    To assist your review, we have reproduced the text of the Staff’s comments in italics below, followed by responses on behalf of the Company.

    Amendment No.1 to Registration Statement on Form 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 forma
              financial information was not necessary for the portion of these shares. Refer to ASC 718-10-25-15.

    Response to Comment 1:

    The Company advises the Staff that it has updated its disclosure on page 151 in response to the Staff’s Comment 1. The Company has taken into consideration ASC 718-10-25-11 and ASC 718-10-25-15. Per the guidance, if a
      contingent event is not probable and is outside the control of the employee it would not result in a liability classification. The Business Combination is outside the control of the employee and the number of holders that will make the cash
      settlement election is not estimable; therefore, the Company has applied equity treatment for the 9,533,637 shares. The Company will reclassify the shares to a liability once the cash settlement amount is estimable.

    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.

    Response to Comment 2:

    The Company advises the Staff that it has revised page 175 of Amendment No.1 to the Registration Statement in response to the Staff’s Comment 2.

    Stock based compensation, 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.

    Response to Comment 3:

    Owlet has advised the Company that there have been no additional recent equity issuances aside from those referenced in the response letter dated May 28, 2021. The fair value of Owlet’s
        common stock has been determined by Owlet’s Board of Directors based on several factors including consideration from input from management and contemporaneous third-party valuations. The January 2021 valuation of $14.63 per share of Owlet
      common stock, which equates to an effective value of $7.14 per share of New Owlet common stock based on an assumed exchange ratio of 2.050, was estimated using a probability-weighted expected return method (“PWERM”).
        Under PWERM, the per share value of common stock is estimated based upon the probability-weighted present value of expected future equity values for the common stock, under various possible future scenarios, and then discounted for lack of
        marketability.

    The estimated fair value per share of Owlet common stock was derived based on two potential scenarios under PWERM:

          (i)

            A scenario in which Owlet would execute a transaction with the Company at the terms outlined on an outstanding term sheet to go public at a fully diluted pro forma equity valuation of $1.288 billion,
              including $210 million of net proceeds from the Company – an implied pre-money valuation of $1.00 billion (the “Acquisition Scenario”); and

          (ii)

            A scenario in which Owlet would not execute a transaction with the Company and remain a private company (the “Remain Private Scenario”).

    For each of these potential scenarios, Owlet determined an equity value, a discount for lack of marketability for each liquidity event and, ultimately, an equity value per share after considering the discount for lack
      of marketability. A probability weighting of the applicable scenario was then applied and resulted in the estimated fair value per share of Owlet common stock. The following table sets forth the results of the PWERM analysis as of January 24, 2021,
      that was utilized by Owlet to determine the estimated fair value per share of common stock (in thousands, except per share data and percentages):

    The Company believes that the operating scenarios used in Owlet’s PWERM analysis, and the probability weighting of each scenario was reasonable at the time.

    The Acquisition Scenario

    To determine Owlet’s equity value for the Acquisition Scenario, Owlet relied on its implied pre‑money equity value of $1.00 billion from the proposed transaction with the Company, which at that time was subject to a
      non-binding letter of intent but for which definitive agreements had not yet been entered. This value was then flowed through a current value method waterfall based on Owlet’s capital structure as of the valuation date of January 24, 2021. Based on
      this analysis, a common stock value of $19.88 was derived. A 7% DLOM was then applied to arrive at an equity value of $18.49 per share of Owlet common stock as of January 24, 2021.

    The Remain Private Scenario

    To determine Owlet’s equity value for the Remain Private Scenario, Owlet’s enterprise value was calculated using a discounted cash flow (“DCF”) method, a guideline public company (“GPC”) method and guideline M&A
      transaction multiples (“GPM”) method.

          ●

            DCF method: Under the DCF method, a projection is made of the cash flows the business is expected to produce and then subsequently converted to the present value using a discount rate reflective of
              time and measurable risks associated with the business. Based on the DCF method, the third-party valuation firm determined Owlet’s equity value to be $239.1 million.

          ●

            GPC method: The GPC method was applied to determine Owlet’s equity value by utilizing ratios developed from the market price of
                traded shares from publicly available companies considered reasonably similar to Owlet. Based on the GPC analysis, the third-party valuation firm determined Owlet’s equity value to be $229.3 million.

          ●

            GPM method: The GPM method uses the transactions and values of comparable companies to calculate an equity value. Based on the GPM method, the third-party valuation
                firm determined that Owlet’s equity value in the Remain Private Scenario would be $194.9 million.

    Based on input from Owlet’s management and a review of Owlet’s historical financial performance, the third-party valuation firm weighted each of the DCF method, the GPC method, and
      the GPM method equally at 33.33% in assessing the Remain Private Scenario, to arrive at an equity value for Owlet of $206.3 million in the Remain Private Scenario.

    The primary factor that accounts for the PWERM estimated value of $14.63 per share of Owlet common stock was the probability weighting of 75% for the Acquisition Scenario and 25% for the Remain Private Scenario.

    In addition, Owlet notes that once the proposed transaction with the Company closes, based on the assumed exchange ratio of 2.050, Owlet common stock valued at $14.63 per share would be exchanged for shares of New
      Owlet common stock at an effective value of $7.14 per share, compared to the $10.00 per share price on which the Business Combination is based.

    We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments about this letter or need any further information, please call the
      undersigned at (617) 951-7241 or Christopher D. Comeau at (617) 951-7809, each of Ropes & Gray LLP.

            Very truly yours,

            /s/ Emily J. Oldshue

            Emily J. Oldshue

          cc:

            Ken Suslow, Sandbridge Acquisition Corporation

              Christopher D. Comeau, Ropes & Gray LLP

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

 FirstName LastNameKen Suslow
 Comapany NameSandbridge Acquisition Corp
 June 10, 2021 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Life Sciences
cc:       Emily J. Oldshue, Esq.

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    May 28, 2021

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

            Attention:

            Jason Drory

            Re:

            Sandbidge Acquisition Corporation

            Registration Statement on Form S-4

            Filed March 31, 2021

            CIK No. 0001816708

    Ladies and Gentlemen:

    On behalf of Sandbridge Acquisition Corporation (the “Company”), we are submitting this letter to the Securities and Exchange Commission (the “SEC”) via EDGAR in response to the comment
      letter from the staff of the SEC (the “Staff”), dated April 14, 2021 (the “Comment Letter”), pertaining to the Company’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”). In connection with such
      responses, the Company is concurrently filing an amendment to the Registration Statement.

    To assist your review, we have reproduced the text of the Staff’s comments in italics below, followed by responses on behalf of the Company.

    Registration Statement on Form S-4 filed March 31, 2021

    Comparative Per Share Data, page 31

          1.

            We note your response to comment 8. We remind you that the instructions to Item 3(f) of Part I.A. of the Form S-4 state that equivalent pro forma per share amounts shall be calculated by multiplying the pro
              forma income (loss) per share, pro forma book value per share, and the pro forma dividends per share amounts by the exchange ratio so that the comparative per share amounts are equated to the respective values for one share of the company
              being acquired. It is not clear how your equivalent pro forma per share amounts comply with this guidance given the exchange ratio of 2.05. For example, we note that pro forma net loss per share under the maximum redemption scenario was $0.07
              per share and the corresponding equivalent pro forma per share amount was $0.10. Please advise or revise your calculations as necessary.

    Response to Comment 1:

    The Company advises the Staff that it has revised the “Comparative Per Share Data” beginning on page 33 and pages 152-159 of the Registration Statement in response to the Staff’s Comment 1. The
      calculation of equivalent pro forma income (loss) per share and equivalent book value per share have been updated in the Registration Statement to reflect the incorporation of the Exchange Ratio of 2.050. For the year ended December 31, 2020, the
      effect of this change updated the equivalent pro forma income (loss) per share to $(0.27) and $(0.27) in the “no redemption” scenario and the  “maximum redemption” scenario, respectively, and the equivalent book value per share to $4.62 and $3.72 for
      the “no redemption” scenario and the “maximum redemption” scenario, respectively.

    In examining the equivalent pro forma per share amounts discussed above, the Company notes that it also re-evaluated and updated the weighted average shares outstanding to 129,408,863 and 122,408,863
      under the “no redemption” and “maximum redemption” scenario, respectively, to exclude 2,807,500 shares of New Owlet common stock as they will be considered legally outstanding but have been excluded in the calculation of the per share amounts because
      they will remain subject to price-based performance vesting terms. In line with these updates, for the year ended December 31, 2020, the Company updated the pro forma book value per share to $2.26 and $1.81 under the “no redemption” scenario and the
      “maximum redemption” scenario, respectively, to reflect the exclusion of:

          1)

            2,807,500 shares of New Owlet common stock that the Sponsor, the independent directors, and an advisory of the Company will receive upon conversion of Sandbridge Class B common stock at Closing that will remain subject to price-based
              performance vesting terms as described in the Sponsor Letter Agreement; and

          2)

            9,533,637 shares of New Owlet common stock underlying outstanding New Owlet option awards, on a net exercise basis.

    The above changes resulted in an updated net loss per share of $(0.13) under the “no redemption” scenario and $(0.13) under the “maximum redemption” scenario.

    Background of the Business Combination, page 93

          2.

            We note your response to prior comment 9 and reissue in part. We note you deleted your prior disclosure regarding the fact that you engaged a third-party consulting firm to assist in evaluating Owlet’s
              addressable market and the strength of its brands through a customer survey and a videoconference discussion with Owlet management in connection with your potential Business Combination. In addition, we note your revised disclosure on page
              F-14, that a third-party consultant provided market analyses to you relating to your potential business combination targets and is owed a fee of approximately $1,350,000, of which 90% is contingent upon the closing of the transaction. Please
              disclose the third-party consulting firm you engaged to assist in evaluating Owlet’s addressable market and include disclosure regarding any material contingent compensation arrangements with the firm. Alternatively, please provide your
              analysis supporting your conclusion that the third-party consulting firm market research disclosure is not material.

    Response to Comment 2:

    The Company advises the Staff that it has revised pages 77, 101 and F-14 of the Registration Statement in response to the Staff’s Comment 2.  The Company advises the Staff that it has accrued
      $1,350,000 in fees and $43,908 in reimbursable expenses due to the third-party consultant referenced in the footnote to the Company’s financial statements that was previously included on page F-14 of the Registration Statement, as reflected in the
      financial statements of the Company for the first quarter of its 2021 fiscal year.  The Company’s obligation to pay such fees was contingent on the completion of specified services, not on closing of the proposed business combination transaction.
      The Company further advises the Staff that the third-party consultant referenced in the Registration Statement was retained to support management’s broader due diligence efforts in respect of Owlet Baby Care Inc., alongside the Company’s other
      consultants and advisors who assisted management in its evaluation of Owlet Baby Care Inc.’s business and other confirmatory due diligence.

    Unaudited Pro Forma Condensed Combined Financial Information

    Other Related Events in Connection with the Business Combination, page 151

          3.

            We note that 2,807,500 shares of New Owlet common stock will be outstanding following the closing but will remain subject to price-based performance vesting terms. You note that these shares have been treated as
              contingently recallable in the pro forma financial information. Please clarify in your disclosures how they have been presented in the pro forma financial information in order to be treated as contingently recallable.

    Response to Comment 3:

    The Company advises the Staff that it has revised page 151 of the Registration Statement in response to the Staff’s Comment 3. The Company notes the 2,807,500 shares of New Owlet common stock that
      will remain subject to price-based performance vesting terms are included in equity for the purposes of the pro forma financial information as they are currently, and after the Business Combination will be, legally outstanding and issued. For
      accounting purposes, these shares have not been included in the per share amounts because these shares are subject to forfeiture if the earn-out requirements are not met.

    Note 4. Loss per Share, page 155

          4.

            Please better clarify in the note how you computed the number of weighted average shares to use in your determination of pro forma net loss per share amounts. Please specifically address the following:

          •

            Please clarify how you determined the number of New Owlet weighted average shares that would be outstanding based on the applicable exchange ratios for the following: deemed conversion of Owlet’s redeemable
              convertible preferred stock and unvested restricted shares of Owlet common stock; exchange of Owlet common stock; and conversion of Owlet’s convertible promissory notes.

          •

            On page 148, you provide a table showing the pro forma shares of New Owlet common stock issued and outstanding after the Business Combination, please better clarify how the number of shares used in your
              determination of pro forma loss per share correspond to this table.

          •

            Please disclose the number of shares not included in your determination of earnings per share amounts for anti-dilution reasons.

    Refer to Rule 11-02(a)(8) of Regulation S-X.

    Response to Comment 4:

    The Company advises the Staff that it has revised page 159 of the Registration Statement in response to the Staff’s Comment 4. The Company notes the weighted average shares outstanding has been
      updated to 129,408,863, which excludes (i) 2,807,500 shares of New Owlet common stock that will be outstanding following the closing but that will remain subject to price-based performance vesting terms as described in the Sponsor Letter Agreement
      and (ii) 9,533,637 shares of New Owlet common stock underlying outstanding New Owlet option awards, on a net exercise basis. These shares were not included in the determination of earnings per share amounts presented in the Registration Statement as
      they would be anti-dilutive.

    Management’s Discussion and Analysis of Financial Condition and Results of Operations of Owlet

    Critical Accounting Policies and Estimates

    Revenue Recognition, page 196

          5.

            We note your disclosures related to Owlet Dream Lab as one of your current product offerings. Please tell us what consideration was given to also addressing this product as part of your revenue recognition
              disclosures.

    Response to Comment 5:

    In response to the Staff’s Comment 5, Owlet notes that revenues from Owlet Dream Lab represented less than 1% of Owlet’s total revenues for the year ended December 31, 2020. Due to immateriality, no
      further information was provided in the revenue recognition disclosure relating to Owlet Dream Lab.

    Stock-based Compensation Expense, page 198

          6.

            Please explain to us how you determined the fair value of the common stock underlying your recent equity issuances, including the stock options granted in January 2021, and how this reconciles to the valuations
              of your common stock as indicated based on the terms of the business combination transaction.

    Response to Comment 6:

    As background to the Staff’s comments, the fair value of Owlet’s common stock underlying Owlet’s option awards has been determined by Owlet’s Board of Directors (the “Board”) based on several
      factors, including consideration of input from management and contemporaneous independent third-party valuations.  Owlet respectfully refers the Staff to the Section captioned “Determination of the Fair Value of Common Stock” of “Management’s
      Discussion and Analysis of Financial Condition and Result of Operations of Owlet” on pages 206 and 207 of the Registration Statement for an explanation of the factors considered by Owlet in determining the fair value of its common stock. Further,
      Owlet uses an option pricing method for allocation of enterprise value to determine the estimated fair value of Owlet’s common stock. Owlet also considered different outcomes involving Owlet, including a scenario where Owlet was acquired in a sale
      transaction and a scenario in which Owlet continued as a standalone enterprise, and applied a probability weighted value based on the probability of occurrence of each scenario. In addition, Owlet utilized the fully diluted pro forma equity valuation
      of $1.288 billion, stated in the SPAC’s Letter of Intent, and an implied pre-money valuation of $1.0 billion in its assessment of the January 2021 grants fair value.

    Owlet advises the Staff that given the absence of a public trading market for Owlet’s shares and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of
      Privately Held Company Equity Securities Issued as Compensation, management has exercised reasonable judgment and considered multiple objective and subjective factors, as described in the Registration Statement, to determine the best estimate of the
      fair value of Owlet’s shares at each grant date.

    As a result of the contemplated transaction, the Board contemporaneously assessed the fair value of Owlet’s common stock, as described above, in conjunction with grants of Owlet’s stock options,
      including the January 2021 stock option grants.

    Please see below for a reconciliation of 409A valuations to the issuance of awards.

    Financial Statements of Owlet Baby Care Inc.

    Note 8. Line of Credit, page F-37

          7.

            We note that you were not in compliance with a financial covenant under the loan and security agreement with Silicon Valley Bank as of December 31, 2020. The
                amendment to this agreement entered into in March 2021 included a waiver related to this financial covenant noncompliance. We also note that the term note payable to Silicon Valley Bank becomes cross defaulted with the financial covenants
                on the Silicon Valley Revolver, which appears to be under the loan and security agreement. In this regard, please address the following:

          •

            Please disclose the terms of the waiver including how long the terms of the covenant were specifically waived;

          •

            Please disclose the impact of the financial covenant noncompliance on the term note payable. Please tell us your basis for determining it was appropriate to continue to classify this debt amount as noncurrent.
              Refer to ASC 470-10-45-1; and

          •

            In your Liquidity and Capital Resources discussion in MD&A, please disclose the potential impact on your liquidity and capital resources if you do not comply with any remaining covenants and/or are unable to
              obtain a waiver of compliance in the future. Specifically, you should state whether noncompliance with any remaining covenants could lead to the acceleration of payments due under any of your debt arrangements. Please also disclose the actual
              ratios/amounts as of each reporting date for any material debt covenants for which it is reasonably likely that you will not be able to meet. See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350.

    Response to Comment 7:

    The Company advises the Staff that pages 200-202, F-53 and F-77 of the Registration Statement have been revised in response to the Staff’s Comment 7. In response to the Staff’s Comment 7, prior to
      the issuance of Owlet’s financial statements for the year ended December 31, 2020, Owlet acknowledged that the noncompliance related to its line of credit covenant resulted in an automatic noncompliance on the term note with SVB. At the time of
      Owlet’s assessment of the noncompliance and receipt of the aforementioned waiver and establishment of new covenant criteria, the classification of Owlet’s debt obligations with SVB were assessed in accordance with the criteria outlined in ASC
      470-10-45-1. Owlet notes that a violation giving the lender the right t

United States securities and exchange commission logo
April 14, 2021
Ken Suslow
Chief Executive Officer
Sandbridge Acquisition Corp
1999 Avenue of the Stars, Suite 2088
Los Angeles, CA 90067
Re:Sandbridge Acquisition Corp
Draft Registration Statement on Form S-4
Submitted February 16, 2021
CIK No. 0001816708
Dear Mr. Suslow:
            We have reviewed your 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.
Registration Statement on Form S-4 filed March 31, 2021
Comparative Per Share Data, page 31
1.We note your response to comment 8.  We remind you that the instructions to Item 3(f) of
Part I.A. of the Form S-4 state that equivalent pro forma per share amounts shall be
calculated by multiplying the pro forma income (loss) per share, pro forma book value per
share, and the pro forma dividends per share amounts by the exchange ratio so that the
comparative per share amounts are equated to the respective values for one share of the
company being acquired.  It is not clear how your equivalent pro forma per share amounts
comply with this guidance given the exchange ratio of 2.05.  For example, we note that
pro forma net loss per share under the maximum redemption scenario was $0.07 per share
and the corresponding equivalent pro forma per share amount was $0.10.  Please advise or
revise your calculations as necessary.

 FirstName LastNameKen Suslow
 Comapany NameSandbridge Acquisition Corp
 April 14, 2021 Page 2
 FirstName LastNameKen Suslow
Sandbridge Acquisition Corp
April 14, 2021
Page 2

Background of the Business Combination, page 93
2.We note your response to prior comment 9 and reissue in part. We note you deleted your
prior disclosure regarding the fact that you engaged a third-party consulting firm to assist
in evaluating Owlet’s addressable market and the strength of its brands through a
customer survey and a videoconference discussion with Owlet management in connection
with your potential Business Combination. In addition, we note your revised disclosure on
page F-14, that a third-party consultant provided market analyses to you relating to
your potential business combination targets and is owed a fee of approximately
$1,350,000, of which 90% is contingent upon the closing of the transaction. Please
disclose the third-party consulting firm you engaged to assist in evaluating Owlet's
addressable market and include disclosure regarding any material contingent
compensation arrangements with the firm. Alternatively, please provide
your analysis supporting your conclusion that the third-party consulting firm market
research disclosure is not material.
Unaudited Pro Forma Condensed Combined Financial Information
Other Related Events in Connection with the Business Combination, page 147
3.We note that 2,807,500 shares of New Owlet common stock will be outstanding following
the closing but will remain subject to price-based performance vesting terms.  You note
that these shares have been treated as contingently recallable in the pro forma financial
information.  Please clarify in your disclosures how they have been presented in the pro
forma financial information in order to be treated as contingently recallable.
Note 4. Loss per Share, page 155
4.Please better clarify in the note how you computed the number of weighted average shares
to use in your determination of pro forma net loss per share amounts.  Please specifically
address the following:
•Please clarify how you determined the number of New Owlet weighted average
shares that would be outstanding based on the applicable exchange ratios for the
following: deemed conversion of Owlet’s redeemable convertible preferred stock and
unvested restricted shares of Owlet common stock; exchange of Owlet common
stock; and conversion of Owlet’s convertible promissory notes.
•On page 148, you provide a table showing the pro forma shares of New Owlet
common stock issued and outstanding after the Business Combination, please better
clarify how the number of shares used in your determination of pro forma loss per
share correspond to this table.
•Please disclose the number of shares not included in your determination of earnings
per share amounts for anti-dilution reasons.
Refer to Rule 11-02(a)(8) of Regulation S-X.

 FirstName LastNameKen Suslow
 Comapany NameSandbridge Acquisition Corp
 April 14, 2021 Page 3
 FirstName LastNameKen Suslow
Sandbridge Acquisition Corp
April 14, 2021
Page 3
Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Owlet
Critical Accounting Policies and Estimates
Revenue Recognition, page 196
5.We note your disclosures related to Owlet Dream Lab as one of your current product
offerings.  Please tell us what consideration was given to also addressing this product as
part of your revenue recognition disclosures.

Stock-based Compensation Expense, page 198
6.Please explain to us how you determined the fair value of the common stock underlying
your recent equity issuances, including the stock options granted in January 2021, and
how this reconciles to the valuations of your common stock as indicated based on the
terms of the business combination transaction.
Financial Statements of Owlet Baby Care Inc.
Note 8. Line of Credit, page F-37
7.We note that you were not in compliance with a financial covenant under the loan and
security agreement with Silicon Valley Bank as of December 31, 2020.  The amendment
to this agreement entered into in March 2021 included a waiver related to this financial
covenant noncompliance.   We also note that the term note payable to Silicon Valley Bank
becomes cross defaulted with the financial covenants on the Silicon Valley Revolver,
which appears to be under the loan and security agreement.  In this regard, please address
the following:
•Please disclose the terms of the waiver including how long the terms of the covenant
were specifically waived;
•Please disclose the impact of the financial covenant noncompliance on the term note
payable.  Please tell us your basis for determining it was appropriate to continue to
classify this debt amount as noncurrent. Refer to ASC 470-10-45-1; and
•In your Liquidity and Capital Resources discussion in MD&A, please disclose the
potential impact on your liquidity and capital resources if you do not comply with
any remaining covenants and/or are unable to obtain a waiver of compliance in the
future. Specifically, you should state whether noncompliance with any remaining
covenants could lead to the acceleration of payments due under any of your debt
arrangements.  Please also disclose the actual ratios/amounts as of each reporting date
for any material debt covenants for which it is reasonably likely that you will not be
able to meet. See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350.
            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.

 FirstName LastNameKen Suslow
 Comapany NameSandbridge Acquisition Corp
 April 14, 2021 Page 4
 FirstName LastName
Ken Suslow
Sandbridge Acquisition Corp
April 14, 2021
Page 4
            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 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,
Division of Corporation Finance
Office of Life Sciences
cc:       Emily J. Oldshue, Esq.

CORRESP
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     March 31, 2021

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

          Attention:

            Jason Drory

          Re:

            Sandbridge Acquisition Corporation

             Registration Statement on Form S-4

             Submitted February 16, 2021

             File No. 001-39516

    Ladies and Gentlemen:

    On behalf of Sandbridge Acquisition Corporation (the “Company”), we are submitting this letter to the Securities and Exchange Commission (the “SEC”) via EDGAR in response to the comment
      letter from the staff of the SEC (the “Staff”), dated March 15, 2021 (the “Comment Letter”), pertaining to the Company’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”). In connection with such
      responses, the Company is concurrently filing the Registration Statement.

    To assist your review, we have reproduced the text of the Staff’s comments in italics below, followed by responses on behalf of the Company.

    Registration Statement on Form S-4

    Market and Industry Data, page ii

          1.

            Please revise the section titled Market and Industry Data to clearly state that you are liable for the information included in your registration statement. Please also remove the statements that
                “Sandbridge cannot assure you of the accuracy and completeness of such information” and “you should be aware that any such market, industry and other similar data may not be reliable.”

    Response to Comment 1:

    The Company advises the Staff that it has revised page ii of the Registration Statement in response to the Staff’s Comment 1.

    Questions and Answers for Stockholders of Sandbridge

    Q: May our Sponsor and the other initial stockholders purchase public shares or warrants prior to the Special Meeting?, page vii

          2.

            Disclose how you will notify securityholders of the entry into any such arrangements referenced herein.

    Response to Comment 2:

    The Company advises the Staff that it has revised page s vii and viii of the Registration Statement in response to the Staff’s Comment 2.

     Q: What is Owlet?, page viii

          3.

            We note your disclosure here and throughout the registration statement that Owlet “designs and sells products and services that empower parents with technology and data to proactively monitor the health
                and wellness of their children from conception to kindergarten.” However, we also note that your Owlet Smart Sock “fits babies 0 to 18 months” according to Owlet’s website and your “Smart Sock Plus” appears to still be in development.
                Please revise your statement to clarify the current age groups your products are able to monitor or otherwise advise.

    Response to Comment 3:

    The Company advises the Staff that the Registration Statement has been revised in response to the Staff’s Comment 3, including on pages viii , 167 and 168.

    Structure of Business Combination, page 14

          4.

            To facilitate understanding, please include an organizational chart depicting the organizational structure of the entities involved both before and after the consummation of the transactions.

    Response to Comment 4:

    The Company advises the Staff that an organizational chart depicting the organizational structure of the entities involved both before and after the consummation of the transactions has been added beginning at page 15 of
      the Registration Statement in response to the Staff’s Comment 4.

     Conditions to the Completion of the Business Combination, page 17

          5.

            Please amend your disclosure to identify each condition that is subject to being waived. Please make
                conforming changes to your Conditions to Closing of the Business Combination discussion beginning on page 103.

    Response to Comment 5:

    The Company advises the Staff that it has revised pages xii, 19 and 108-110 of the Registration Statement in response to the Staff’s Comment 5.

    Interests of Sandbridge’s Directors and Officers in the Business Combination, page 19

          6.

            We note that founder shares were transferred to your “independent directors.” In addition, to disclosing the transfer please include additional disclosure here and on page 94 explaining that Mr. Toubassy, Mr. De
              Sole and Mr. Goss are your independent directors and that they may have a conflict of interest in determining whether a particular business is an appropriate business with which to effectuate your initial business combinations vis-a-vis their
              receipt of founder shares.

    Response to Comment 6:

    The Company advises the Staff that it has revised the disclosures on pages 22, 23, 98, 105, 128, 132, 133 and 145 of the Registration Statement in response the Staff’s Comment 6.

    Interests of Sandbridge’s Directors and Officers in the Business Combination, page 19

          7.

            Please quantify the out-of-pocket expenses incurred by your Sponsor, executive officers, directors, and
                their respective affiliates as of a recent practicable date.

    Response to Comment 7:

    The Company advises the Staff that pages 22 and 23 of the Registration Statement have been revised to address the Staff’s Comment 7. None of the Sponsor, the Company’s executive officers or directors, or
      any of their respective affiliates, has incurred any out-of-pocket expenses. All expenses related to identifying, investigating, negotiating and completing an initial business combination were paid directly by Sandbridge in the ordinary course of
      business.

    Comparative Per Share Data, page 28

          8.

            Please also provide the equivalent pro forma per share data required by Item 3(f) of Part I.A. of the
                Form S-4 in addition to pro forma per share information.

    Response to Comment 8:

    The Company advises the Staff that pages 31 and 32 of the Registration Statement have been revised in response to the Staff’s Comment 8.

    Background of the Business Combination, page 89

          9.

            We note your disclosure throughout this section that, “Sandbridge and its advisors continued to review
                documents provided in a virtual data room opened by Owlet” and “Sandbridge Board met with its advisors to discuss the proposed business combination with Owlet.” Please revise your disclosure to clarify and clearly describe the specific
                “advisors” who participated in each meeting or discussion. In addition, please disclose the “third-party consulting firm” you engaged to assist in evaluating Owlet’s addressable market.

    Response to Comment 9:

    The Company advises the Staff that it has revised the “Background of the Business Combination” beginning on page 93 of the Registration Statement to disclose the specific advisors participating in meetings and
      discussions in response to the Staff’s Comment 9.  On further consideration, the Company has determined that the disclosure regarding the third-party consulting firm the Company engaged to assist in evaluating Owlet’s addressable market is not
      material, and as a result, the Company has removed such disclosure.

    Background of the Business Combination, page 89

          10.

            Please revise to clarify how the transaction structure and consideration evolved during the negotiations between the parties, including proposals and counter-proposals made during the course of those
                negotiations. For example, elaborate how the transaction structure and valuations changed from the November 1, 2020 LOI that included an earnout provision with respect to a portion of the founder shares to the “multiple revised drafts of
                the LOI” that were traded between Sandbridge and Owlet from November 1, 2020 to November 3, 2020. To the extent the valuation was changed please disclose such change along with the reasons for such change.

    Response to Comment 10:

    The Company advises the Staff that it has revised the “Background of the Business Combination” beginning on page 93 of the Registration Statement in response to the Staff’s Comment 10.

    Background of the Business Combination, page 89

          11.

            We note that Citigroup is entitled to deferred underwriting commissions upon consummation of your initial business combination for services rendered in connection with your IPO and we note from your IPO
                registration statement on Form S-1 filed August 24, 2020, that Citigroup agreed to waive their rights to their deferred underwriting commission held in the trust account in the event you do not complete your initial business combination. In
                addition, we note your disclosure that Citigroup was Sandbridge’s capital markets advisor. Please disclose these facts, where appropriate, throughout your registration statement. Additionally, please include a risk factor discussing the
                potential conflict of interest stemming from Citi’s interest in the consummation of the merger transaction.

    Response to Comment 11:

    The Company advises the Staff that it has revised page 165 of the Registration Statement in response to the Staff’s Comment 11. Additionally, a risk factor discussing Citigroup’s potential conflict of interest
      stemming from its financial interest in the consummation of the merger transaction has been added to page 78 of the Registration Statement.

    Sandbridge Board’s Reasons for Approval of the Business Combination, page 93

          12.

            We note your disclosure that there are “certain closing conditions that are not within Sandbridge’s control.” Please revise your disclosure to identify the specific conditions outside of your control.

    Response to Comment 12:

    The Company advises the Staff that it has revised page 99 of the Registration Statement in response to the Staff’s Comment 12.

    Satisfaction of 80% Test, page 97

          13.

            Please discuss the qualitative and quantitative factor your Board relied upon in greater detail,
                including Owlet’s competitive positioning.

    Response to Comment 13:

    The Company advises the Staff that it has revised page 101 of the Registration Statement in response to the Staff’s Comment 13.

    Expenses, page 118

          14.

            We note your disclosure on page 21 that your estimated transaction fees and expenses are $35 million. Please revise your disclosure here to quantify the anticipated expenses in connection with the business combination.

    Response to Comment 14:

    The Company advises the Staff that pages 24, 103 and 154 of the Registration Statement have been revised in response to the Staff’s Comment 14.

    Unaudited Pro Forma Condensed Combined Financial Information

    Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

    Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations, page 147

          15.

            We note in adjustment (BB) the references to FF liabilities and PSAC common stock. This adjustment does
                not appear to relate to Owlet or Sandbridge. Please revise or advise.

    Response to Comment 15:

    The Company advises the Staff that page 155 of the Registration Statement has been revised in response to the Staff’s Comment 15.

    Information Related to Owlet, page 160

          16.

            Please provide objective support for your statement that you believe there to be a $81 billion market
                opportunity for your current and pipeline products by 2025.

    Response to Comment 16:

    The Company advises the Staff that pages 167 and 170 of the Registration Statement have been revised in response to the Staff’s Comment 16.

    Connected Ecosystem Pipeline, page 162

          17.

            Please expand your disclosure to explain what you mean when you state, “dynamic soothing technology.” In addition, please clarify whether any of the technology or features you discuss for your future pipeline
              actually exists, either in completed form or in a prototype. To the extent it is not developed at all, please revise your disclosure to clearly describe the current status of each of your planned adjacent products.

    Response to Comment 17:

    The Company advises the Staff that page 169 of the Registration Statement has been revised in response to the Staff’s Comment 17.

    Our Market Opportunity, page 163

          18.

            On page 163 and elsewhere throughout this section, you reference “lifetime value (“LTV”).” Please expand this disclosure to explain how you estimate LTV and explain in greater detail what this term means and how it is calculated

    Response to Comment 18:

    The Company advises the Staff that page 170 of the Registration Statement has been revised in response to the Staff’s Comment 18.

    Our Competitive Advantages, page 164

          19.

            For all statements regarding industry leadership, please disclose the metric upon which each statement is based. We note, for example, your references to being a “pioneer in the connected nursery” and a “Leading
              Technology and Brand.”

    Response to Comment 19:

    The Company advises the Staff that pages 171 and 172 of the Registration Statement have been revised in response to the Staff’s Comment 19.

    Our Growth Strategies, page 164

          20.

            Please identify the third-party who conducted the survey of 306 parents. In addition, please identify how the parents were selected, including whether or not they were existing users of your product.
                Furthermore, clarify the specific type of service or product (e.g. the Owlet Smart Sock, another product, telehealth, etc.) parents indicated interest in purchasing when you state “parents...would pay $20 or more per month.”

    Response to Comment 20:

    The Company advises the Staff that page 171 of the Registration Statement has been revised in response to the Staff’s Comment 20 to remove reference to the survey.

    Proprietary Data Advantage, page 165

          21.

            We note your disclosure that 1.5 million parents have downloaded your application. Please include the number of active users of your application as of a recent date.

    Response to Comment 21:

    The Company advises the Staff that page 171 of the Registration Statement has been revised in response to the Staff’s Comment 21.

    Clinical Research Involving Our Products

    Supraventricular Tachycardia Study, page 166

          22.

            We note your reference to the study of data collected from 100,949 infants wearing your Owlet Smart Sock device resulted in a “2.5% cumulative incidence” of tachyarrhythmia based off of “suspected episodes.” We
              also note your study of “[t]wo large, population-based studies previously estimated the prevalence of SVT in infants to be between 0.10% and 0.25%.” Please revise your disclosure to quantify the number of infants studied in these large
              population-based studies. In addition, we note your disclosure elsewhere that the “Owlet Smart Sock is not a medical device.” Please update your disclosure here to describe the medical monitoring device used in the large population studies
              and clarify that the data from The Journal of Pediatrics was generated from the Owlet Smart Sock, which is not currently a FDA approved device.

    Response to Comment 22:

    The Company advises the Staff that page 173 of the Registration Statement has been revised in response to the Staff’s Comment 22.

    Intel

United States securities and exchange commission logo
March 15, 2021
Ken Suslow
Chief Executive Officer
Sandbridge Acquisition Corp
1999 Avenue of the Stars, Suite 2088
Los Angeles, CA 90067
Re:Sandbridge Acquisition Corp
Draft Registration Statement on Form S-4
Submitted February 16, 2021
CIK No. 0001816708
Dear Mr. Suslow:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4 submitted February 16, 2021
Market and Industry Data, page ii
1.Please revise the section titled Market and Industry Data to clearly state that you are liable
for the information included in your registration statement. Please also remove the
statements that "Sandbridge cannot assure you of the accuracy and completeness of such
information" and "you should be aware that any such market, industry and other similar
data may not be reliable."
Questions and Answers for Stockholders of Sandbridge
Q: May our Sponsor and the other initial stockholders purchase public shares or warrants prior to
the Special Meeting?, page vii

 FirstName LastNameKen Suslow
 Comapany NameSandbridge Acquisition Corp
 March 15, 2021 Page 2
 FirstName LastNameKen Suslow
Sandbridge Acquisition Corp
March 15, 2021
Page 2
2.Disclose how you will notify securityholders of the entry into any such arrangements
referenced herein.
Q: What is Owlet?, page viii
3.We note your disclosure here and throughout the registration statement that Owlet
"designs and sells products and services that empower parents with technology and data to
proactively monitor the health and wellness of their children from conception to
kindergarten." However, we also note that your Owlet Smart Sock "fits babies 0 to 18
months" according to Owlet's website and your "Smart Sock Plus" appears to still be in
development. Please revise your statement to clarify the current age groups your products
are able to monitor or otherwise advise.
Structure of Business Combination, page 14
4.To facilitate understanding, please include an organizational chart depicting the
organizational structure of the entities involved both before and after the consummation of
the transactions.
Conditions to the Completion of the Business Combination, page 17
5.Please amend your disclosure to identify each condition that is subject to being waived.
Please make conforming changes to your Conditions to Closing of the Business
Combination discussion beginning on page 103.
Interests of Sandbridge's Directors and Officers in the Business Combination, page 19
6.We note that founder shares were transferred to your "independent directors." In addition,
to disclosing the transfer please include additional disclosure here and on page 94
explaining that Mr. Toubassy, Mr. De Sole and Mr. Goss
are your independent directors and that they may have a conflict of interest in determining
whether a particular business is an appropriate business with which to effectuate your
initial business combinations vis-a-vis their receipt of founder shares.
7.Please quantify the out-of-pocket expenses incurred by your Sponsor, executive officers,
directors, and their respective affiliates as of a recent practicable date.
Comparative Per Share Data, page 28
8.Please also provide the equivalent pro forma per share data required by Item 3(f) of Part
I.A. of the Form S-4 in addition to pro forma per share information.
Background of the Business Combination, page 89
9.We note your disclosure throughout this section that, "Sandbridge and its advisors
continued to review documents provided in a virtual data room opened by Owlet" and
"Sandbridge Board met with its advisors to discuss the proposed business combination

 FirstName LastNameKen Suslow
 Comapany NameSandbridge Acquisition Corp
 March 15, 2021 Page 3
 FirstName LastNameKen Suslow
Sandbridge Acquisition Corp
March 15, 2021
Page 3
with Owlet." Please revise your disclosure to clarify and clearly describe the specific
"advisors" who participated in each meeting or discussion. In addition, please disclose the
"third-party consulting firm" you engaged to assist in evaluating Owlet's addressable
market.
10.Please revise to clarify how the transaction structure and consideration evolved during the
negotiations between the parties, including proposals and counter-proposals made during
the course of those negotiations. For example, elaborate how the transaction structure and
valuations changed from the November 1, 2020 LOI that included an earnout provision
with respect to a portion of the founder shares to the "multiple revised drafts of the LOI"
that were traded between Sandbridge and Owlet from November 1, 2020 to November 3,
2020. To the extent the valuation was changed please disclose such change along with the
reasons for such change.
11.We note that Citigroup is entitled to deferred underwriting commissions upon
consummation of your initial business combination for services rendered in connection
with your IPO and we note from your IPO registration statement on Form S-1 filed
August 24, 2020, that Citigroup agreed to waive their rights to
their deferred underwriting commission held in the trust account in the event you do not
complete your initial business combination. In addition, we note your disclosure that
Citigroup was Sandbridge's capital markets advisor. Please disclose these facts, where
appropriate, throughout your registration statement. Additionally, please include a risk
factor discussing the potential conflict of interest stemming from Citi’s interest in the
consummation of the merger transaction.
Sandbridge Board's Reasons for Approval of the Business Combination, page 93
12.We note your disclosure that there are "certain closing conditions that are not within
Sandbridge’s control." Please revise your disclosure to identify the specific conditions
outside of your control.
Satisfaction of 80% Test, page 97
13.Please discuss the qualitative and quantitative factor your Board relied upon in greater
detail, including Owlet's competitive positioning.
Expenses, page 118
14.We note you disclosure on page 21 that your estimated transaction fees and expenses are
$35 million. Please revise your disclosure here to quantify the anticipated expenses in
connection with the business combination.
Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations, page 147

 FirstName LastNameKen Suslow
 Comapany NameSandbridge Acquisition Corp
 March 15, 2021 Page 4
 FirstName LastNameKen Suslow
Sandbridge Acquisition Corp
March 15, 2021
Page 4
15.We note in adjustment (BB) the references to FF liabilities and PSAC common stock. This
adjustment does not appear to relate to Owlet or Sandbridge. Please revise or advise.
Information Related to Owlet, page 160
16.Please provide objective support for your statement that you believe there to be a $81
billion market opportunity for your current and pipeline products by 2025.
Connected Ecosystem Pipeline, page 162
17.Please expand your disclosure to explain what you mean when you state,
"dynamic soothing technology." In addition, please clarify whether any of the technology
or features you discuss for your future pipeline actually exists, either in completed form or
in a prototype. To the extent it is not developed at all, please revise your disclosure to
clearly describe the current status of each of your planned adjacent products.
Our Market Opportunity, page 163
18.On page 163 and elsewhere throughout this section, you reference
"lifetime value (“LTV”).” Please expand this disclosure to explain how you estimate LTV
and explain in greater detail what this term means and how it is calculated.
Our Competitive Advantages, page 164
19.For all statements regarding industry leadership, please disclose the metric upon which
each statement is based. We note, for example, your references to being a "pioneer in the
connected nursery" and a "Leading Technology and Brand."
Our Growth Strategies, page 164
20.Please identify the third-party who conducted the survey of 306 parents. In addition,
please identify how the parents were selected, including whether or not they were existing
users of your product. Furthermore, clarify the specific type of service or product (e.g. the
Owlet Smart Sock, another product, telehealth, etc.) parents indicated interest in
purchasing when you state "parents...would pay $20 or more per month."
Proprietary Data Advantage, page 165
21.We note your disclosure that 1.5 million parents have downloaded your application.
Please include the number of active users of your application as of a recent date.
Clinical Research Involving Our Products
Supraventricular Tachycardia Study, page 166
22.We note your reference to the study of data collected from 100,949 infants wearing
your Owlet Smart Sock device resulted in a "2.5% cumulative incidence" of
tachyarrhythmia based off of "suspected episodes." We also note your study of "[t]wo

 FirstName LastNameKen Suslow
 Comapany NameSandbridge Acquisition Corp
 March 15, 2021 Page 5
 FirstName LastNameKen Suslow
Sandbridge Acquisition Corp
March 15, 2021
Page 5
large, population-based studies previously estimated the prevalence of SVT in infants to
be between 0.10% and 0.25%." Please revise your disclosure to quantify the number of
infants studied in these large population-based studies. In addition, we note your
disclosure elsewhere that the "Owlet Smart Sock is not a medical device." Please update
your disclosure here to describe the medical monitoring device used in the large
population studies and clarify that the data from The Journal of Pediatrics was generated
from the Owlet Smart Sock, which is not currently a FDA approved device.
Intellectual Property, page 177
23.We note that you plan to file the Kalay Service and License Agreement with ThroughTek
Co. Ltd. as Exhibit 10.23. Please disclose the material terms of this agreement here
instead of the Manufacturing section.
24.We note your disclosure throughout this section that you have patents in certain foreign
countries. In addition, we note your disclosure that you "plan to leverage [y]our connected
ecosystem of offerings to acquire market share globally, with a heightened focus on
Europe, Asia, and Latin America." Please revise this section to specifically identify all
material foreign jurisdictions where patents are granted or patent applications are pending
and also include the patent expiration dates and expected expiration dates for pending
patent applications for each material foreign jurisdiction.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Owlet
Critical Accounting Policies and Estimates, page 186
25.Please revise to provide a more robust discussion of your critical accounting policies and
estimates focusing on the assumptions and uncertainties that underlie
your critical accounting estimates rather than largely duplicating the accounting policy
disclosures in your financial statement footnotes. Please quantify, where material, and
provide an analysis of the impact of critical accounting estimates on your financial
position and results of operations for the periods presented. In addition, please include a
qualitative and quantitative analysis of the sensitivity of reported results to changes in
your assumptions, judgments and estimates, including the likelihood of obtaining
materially different results if different assumptions were used. Please refer to SEC Release
No. 34-48960.

Revenue Recognition, page 186
26.We note that amounts allocated to the implied right to software services and the implied
right to receive future unspecified application upgrades, added features, and bug fixes, are
recognized on a straight-line basis over the estimated usage period of the underlying
hardware product. Please expand your disclosures to provide additional insight regarding
the estimated usage period used.

 FirstName LastNameKen Suslow
 Comapany NameSandbridge Acquisition Corp
 March 15, 2021 Page 6
 FirstName LastNameKen Suslow
Sandbridge Acquisition Corp
March 15, 2021
Page 6
27.Please help us better understand how you determined your performance obligations
pursuant to 606-10-25-14. In regards to the implied right to software performance
obligation, please better clarify what this right includes and how you determined this
would represent a separate performance obligation. Please also better explain the nature of
the embedded firmware and how this was determined to be essential to the functionality of
the hardware.

Financial Statements of Owlet Baby Care Inc.
Note 1. Description of Organization and Summary of Significant Accounting Policies
Revenue Recognition, page F-39
28.Please expand your revenue recognition disclosures to address the following:
•provide disaggregated revenue disclosures pursuant to ASC 606-10-50-5. Please refer
to the guidance in paragraphs 606-10-55-89 through 55-91;
•provide disclosures related to your payment terms, including when payment typically
is due, whether the consideration amount is variable, and whether the estimate of
variable consideration is typically constrained in accordance with paragraphs 606-10-
32-11 through 32-13. Refer to ASC 606-10-50-12(b);
•provide the disclosures related to your remaining performance obligations pursuant to
ASC 606-10-50-13 through 50-16; and
•pursuant to ASC 606-10-50-20, please disclose the methods, inputs, and assumptions
used for determining the transaction price and the amounts allocated to performance
obligations.
29.We note that you capitalize incremental contract acquisition costs and subsequently
amortize them over the expected benefit period unless the expected benefit period is less
than 12 months for which you have elected to apply the practical expedient in ASC 606 to
expense as incurred. If assets have been recognized related to these costs in accordance
with paragraph 340-40-25-1, please provide the disclosures required by ASC 340-40-50-1
through 50-6.
General
30.We note that your disclosure uses technical jargon. Please define or explain any technical
terms the first time they are used such that they may be understood by potential investors
who are unfamiliar with your products. For example only, please define terms such as,
“full stack," RFQ process," and "NRE quotes."
            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.

 FirstName LastNameKen Suslow
 Comapany NameSandbridge Acquisition Corp
 March 15, 2021 Page 7
 FirstName LastName
Ken Suslow
Sandbridge Acquisition Corp
March 15, 2021
Page 7
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Emily J. Oldshue, Esq.

CORRESP
1
filename1.htm

    September 11, 2020

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Thomas Jones

            Erin Purnell

            Re:

            Sandbridge Acquisition Corporation

            Registration Statement on Form S-1

            File No. 333-248320

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby joins in the request of Sandbridge Acquisition Corporation that
      the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time, on September 14, 2020, or as soon thereafter as practicable, or at such other time as the Company or
      its outside counsel, Ropes & Gray LLP, request by telephone that such Registration Statement be declared effective.

    Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that, as of the date hereof, 913 copies of the preliminary prospectus dated September 1, 2020 have been distributed to prospective underwriters and
      dealers, institutional investors, retail investors and others.

    The undersigned advises that the several underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    * * *

    [Signature Page Follows]

            Very truly yours,

            CITIGROUP GLOBAL MARKETS INC.

              UBS SECURITIES LLC

              as representatives of the several underwriters

            CITIGROUP GLOBAL MARKETS INC.

            By:

            /s/ Pavan Bellur

            Name:

            Pavan Bellur

            Title:

            Managing Director

            UBS SECURITIES LLC

            By:

            /s/ Thomas Schadewald

            Name:

            Thomas Schadewald

            Title:

            Director

            By:

            /s/ Robert C. Gerbo

            Name:

            Robert C. Gerbo

            Title:

            Associate Director

CORRESP
1
filename1.htm

      Sandbridge Acquisition Corporation

    1999 Avenue of the Stars, Suite 2088

    Los Angeles, CA 90067

    September 11, 2020

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Thomas Jones

            Erin Purnell

          Re:

            Sandbridge Acquisition Corporation

    Registration Statement on Form S-1

    File No. 333-248320

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sandbridge Acquisition Corporation, a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of the above
      referenced Registration Statement to 4:00 p.m., Eastern Time, on September 14, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Ropes & Gray LLP, request by telephone that such Registration
      Statement be declared effective.

    Please contact Emily Oldshue, of Ropes & Gray LLP, counsel to the Company, at (617) 951-7241, as soon as the registration statement has been declared effective, or if you have any other questions or concerns
      regarding this matter.

            Sincerely,

            /s/ Richard Henry

            Richard Henry

            Chief Financial Officer

    [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

            ROPES & GRAY LLP

            1211 AVENUE OF THE AMERICAS

            NEW YORK, NY  10036-8704

            WWW.ROPESGRAY.COM

    August 24, 2020

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Thomas Jones

            Erin Purnell

            Re:

            Sandbridge Acquisition Corporation

            Draft Registration Statement on Form S-1

            Submitted July 20, 2020

            CIK No. 0001816708

    Ladies and Gentlemen:

    On behalf of Sandbridge Acquisition Corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933,
      as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, we are  filing with the Securities and Exchange Commission (the “Commission”), via EDGAR, a Registration Statement (the “Registration Statement”) relating to the
      above-referenced draft Registration Statement submitted to the Commission on July 20, 2020 (the “Draft Registration Statement”). The Registration Statement reflects revisions to the Draft Registration Statement made in response to the comment letter
      to Ken Suslow of the Company dated August 14, 2020 from the staff of the Commission (the “Staff”), as well as certain other updated information.

    For reference purposes, the comments contained in the Staff’s letter dated August 14, 2020 are reproduced below in italics and the
      corresponding responses are shown below the comments.  All references to page numbers in the Company’s responses are to the page numbers in the Registration Statement.

    Draft Registration Statement on Form S-1 submitted July 20, 2020

    Officers and Directors, page 116

          1.

            It appears that Jamie Weinstein serves on the board of directors of Capstar Special Purpose Acquisition Corp. In this regard, we note the disclosure
              on pages 120, 121 and 130 of the amended Registration Statement on Form S-1 filed by Capstar on June 24, 2020. Please update your disclosure on pages 117 and 124 accordingly.

    Response to Comment 1:

    In response to the Staff’s comment, the Company has revised the disclosure on pages 116 and 123 of the Registration Statement.

    Principal Stockholders, page 126

          2.

            Please expand the disclosure in footnote (3) on page 126 to identify the natural persons who serve as members of the board of managers.

    Response to Comment 2:

    In response to the Staff’s comment, the Company has revised the disclosure in footnote (3) on page 125 of the Registration Statement.

    *          *          *

    We hope that the foregoing has been responsive to the Staff’s comments.  If you have any questions about this letter or require any further
      information, please call the undersigned at (212) 596-9515 or Emily Oldshue of our offices at (617) 951-7241.

            Very truly yours,

            /s/ Paul D. Tropp

            Paul D. Tropp

            cc:

            Ken Suslow (Sandbridge Acquisition Corporation)

            Emily Oldshue (Ropes & Gray LLP)

United States securities and exchange commission logo
August 14, 2020
Ken Suslow
Chief Executive Officer
Sandbridge Acquisition Corporation
1999 Avenue of the Stars, Suite 2088
Los Angeles, California 90067
Re:Sandbridge Acquisition Corporation
Draft Registration Statement on Form S-1
Submitted on July 20, 2020
CIK No. 0001816708
Dear Mr. Suslow:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted on July 20, 2020
Officers and Directors, page 116
1.It appears that Jamie Weinstein serves on the board of directors of Capstar Special
Purpose Acquisition Corp. In this regard, we note the disclosure on pages 120, 121 and
130 of the amended Registration Statement on Form S-1 filed by Capstar on June 24,
2020. Please update your disclosure on pages 117 and 124 accordingly.
Principal Stockholders, page 126
2.Please expand the disclosure in footnote (3) on page 126 to identify the natural persons
who serve as members of the board of managers.

 FirstName LastNameKen Suslow
 Comapany NameSandbridge Acquisition Corporation
 August 14, 2020 Page 2
 FirstName LastName
Ken Suslow
Sandbridge Acquisition Corporation
August 14, 2020
Page 2
            You may contact Dale Welcome, Staff Accountant, at 202-551-3865 or John Cash,
Accounting Branch Chief, at 202-551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Erin Purnell, Senior Attorney, at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Paul D. Tropp, Esq.