Merger (Tables)

Jul. 15, 2021

Summary of Shares of Common Stock Issued and Outstanding in Business Combination

The following summarizes the shares of Common Stock issued and outstanding immediately after the Merger:


Owlet equityholders (1)	90,824,573	81	%
SBG public stockholders	3,241,227	3	%
Founder Shares (2)	5,750,000	5	%
PIPE investors	12,968,000	11	%
Owlet common stock immediately after Merger (3)	112,783,800	100	%

(1)

Excludes 3,150,463 shares of Common Stock underlying outstanding Owlet option awards.

(2)

Includes 2,807,500 Earnout Shares which were outstanding but remained subject to price-based performance vesting terms as described in Note 10.

(3)

The SBG public stockholders, Founder Shares and Pipe investors are presented combined in the Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) on the line item Reverse recapitalization transaction, net of fees. Owlet equityholders shares can be found on the same statement and comprise June 30, 2021 ending balance of Common stock, Conversion of redeemable convertible preferred stock into common stock, Conversion of convertible promissory note to common stock, Conversion of preferred stock warrants and common stock warrants to common stock, and 61,468 shares issued upon exercise of stock options prior to the Merger.