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Delaware
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001-39516
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85-1615012
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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1999 Avenue of the Stars, Suite 2088
Los Angeles, CA
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90067
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(Address of principal executive offices)
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(Zip Code)
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| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant
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SBG.U
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New York Stock Exchange LLC
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Shares of Class A common stock included as part of the units
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SBG
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New York Stock Exchange LLC
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Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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SBG WS
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New York Stock Exchange LLC
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| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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| 1. |
The Business Combination Proposal. To consider and vote upon a
proposal to approve the business combination agreement, dated as of February 15, 2021 (the “Business Combination Agreement”), by and among Sandbridge, Project Olympus Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of Sandbridge (“Merger Sub”), and Owlet Baby Care Inc., a Delaware corporation (“Owlet”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Owlet (the “Merger”) with Owlet surviving the
Merger as a wholly owned subsidiary of Sandbridge (such proposal, the “Business Combination Proposal”). The Business Combination Proposal was approved. The final voting tabulation for this proposal was as follows:
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FOR
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AGAINST
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ABSTAIN
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20,932,425
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351,534
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1,556,288
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| 2. |
The Charter Amendment Proposal, including the Advisory Charter Amendment Proposals. To consider and vote upon, assuming Proposal 1 is approved and adopted, the proposed amended and restated certificate of incorporation of Sandbridge (the “Proposed Charter”), which will replace the Current Charter,
and which will be in effect as of the Effective Time (we refer to such proposal as the “Charter Amendment Proposal”). The Charter Amendment Proposal was approved. The final voting tabulation for this
proposal was as follows:
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FOR
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AGAINST
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ABSTAIN
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20,435,766
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848,033
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1,556,448
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| a. |
Advisory Charter Amendment Proposal A. Upon the effectiveness of
the Proposed Charter, Sandbridge will be renamed Owlet, Inc. (“New Owlet”) and will be authorized to issue 1,100,000,000 shares of capital stock, consisting of (i) 1,000,000,000 shares of New Owlet common stock, par value $0.0001 per
share and (ii) 100,000,000 shares of undesignated preferred stock, par value $0.0001 per share, as opposed to the Current Charter, which authorizes Sandbridge to issue 111,000,000 shares of capital stock, consisting of (a) 110,000,000
shares of common stock, including 100,000,000 shares of Sandbridge Class A common stock, par value $0.0001 per share, and 10,000,000 shares of Sandbridge Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of
Sandbridge preferred stock, par value $0.0001 per share. Advisory Charter Amendment Proposal A was approved. The final voting tabulation for this proposal was as follows:
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FOR
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AGAINST
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ABSTAIN
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20,241,545
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850,704
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1,747,998
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| b. |
Advisory Charter Amendment Proposal B. Under the Proposed
Charter, New Owlet will remove the provisions regarding New Owlet not being governed by Section 203 of the General Corporation Law of the State of Delaware relating to takeovers by interested stockholders. Advisory Charter Amendment
Proposal B was approved. The final voting tabulation for this proposal was as follows:
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FOR
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AGAINST
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ABSTAIN
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20,223,284
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869,209
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1,747,754
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| c. |
Advisory Charter Amendment Proposal C. Under the Proposed
Charter, in addition to any vote required by Delaware law, Part B of Article IV, Article V, Article VI, Article VII, Article VIII and Article IX of the Proposed Charter may be amended only by the affirmative vote of the holders of at
least two-thirds of the total voting power of the then outstanding shares of stock of New Owlet entitled to vote thereon, voting together as a single class. Advisory Charter Amendment Proposal C was approved. The final voting tabulation
for this proposal was as follows:
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FOR
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AGAINST
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ABSTAIN
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19,987,263
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1,105,179
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1,747,805
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| d. |
Advisory Charter Amendment Proposal D. Under the Proposed
Charter, directors can be removed only for cause and only by the affirmative vote of the holders of at least a two-thirds of the outstanding shares entitled to vote at an election of directors. Advisory Charter Amendment Proposal D was
approved. The final voting tabulation for this proposal was as follows:
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FOR
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AGAINST
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ABSTAIN
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19,956,517
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1,136,376
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1,747,354
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| e. |
Advisory Charter Amendment Proposal E. Under the Proposed
Charter, the board of directors of New Owlet is expressly authorized to adopt, alter, amend or repeal the Bylaws in accordance with Delaware law; provided that, in addition to any vote required by Delaware law, the adoption, amendment or
repeal of the Bylaws by New Owlet stockholders will require the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of New Owlet entitled to vote generally in an
election of directors. Advisory Charter Amendment Proposal E was approved. The final voting tabulation for this proposal was as follows:
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FOR
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AGAINST
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ABSTAIN
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19,987,475
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1,105,343
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1,747,429
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| f. |
Advisory Charter Amendment Proposal F. To provide for certain
additional changes, including, among other things, (i) changing the corporate name from “Sandbridge Acquisition Corporation” to “Owlet, Inc.”, and (ii) removing certain provisions related to Sandbridge’s status as a blank check company
that will no longer be applicable upon consummation of the Merger, all of which the Sandbridge board of directors believes is necessary to adequately address the needs of New Owlet after the Merger. Advisory Charter Amendment Proposal F
was approved. The final voting tabulation for this proposal was as follows:
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FOR
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AGAINST
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ABSTAIN
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20,741,409
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351,749
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1,747,089
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| 3. |
The NYSE Proposal. To consider and vote upon, assuming the
Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange, the issuance of (i) 13,000,000 shares of Sandbridge
Class A common stock to the certain investors pursuant to subscription agreements (the “Subscription Agreements”) immediately prior to the Closing, plus any additional shares issued pursuant to Subscription Agreements we may enter into
prior to Closing, and (ii) an aggregate of up to 102,500,000 shares of New Owlet common stock to existing Owlet equityholders pursuant to the terms of the Business Combination Agreement (such proposal, the “NYSE Proposal”). The NYSE
Proposal was approved. The final voting tabulation for this proposal was as follows:
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FOR
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AGAINST
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ABSTAIN
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20,922,430
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360,678
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1,557,139
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| 4. |
The Incentive Award Plan Proposal. To approve, assuming the
Business Combination Proposal, the Charter Amendment Proposal, and the NYSE Proposal are approved and adopted, the Owlet, Inc. 2021 Incentive Award Plan (the “New Owlet Incentive Award Plan”), including the authorization of the initial
share reserve under the New Owlet Incentive Award Plan, including with respect to the number of shares that may be issued pursuant to the exercise of incentive stock options granted (such proposal, the “Incentive Award Plan Proposal”).
The Incentive Award Plan Proposal was approved. The final voting tabulation for this proposal was as follows:
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FOR
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AGAINST
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ABSTAIN
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19,443,163
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1,839,166
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1,557,918
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| 5. |
The ESPP Proposal. To approve, assuming the Business Combination
Proposal, the Charter Amendment Proposal, the NYSE Proposal and the Incentive Award Plan Proposal are approved and adopted, the Owlet, Inc. 2021 Employee Stock Purchase Plan (the “New Owlet ESPP”), including the authorization of the
initial share reserve under the New Owlet ESPP (such proposal, the “ESPP Proposal”). The ESPP Proposal was approved. The final voting tabulation for this proposal was as follows:
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FOR
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AGAINST
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ABSTAIN
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20,926,057
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356,237
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1,557,953
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| 6. |
The Adjournment Proposal. To consider and vote upon a proposal to
approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business
Combination Proposal, the Charter Amendment Proposal, the NYSE Proposal, the Incentive Award Plan Proposal and the ESPP Proposal would not be duly approved and adopted by our stockholders or we determine that one or more of the closing
conditions under the Business Combination Agreement is not satisfied or waived, was deemed not necessary and not acted upon at the Special Meeting because there were sufficient votes at the time of the Special Meeting to approve the
adoption of the required proposals. The final voting tabulation for this proposal was as follows:
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FOR
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AGAINST
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ABSTAIN
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20,781,529
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501,665
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1,557,053
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| Item 8.01 |
Other Events
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Item 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description
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Press Release dated July 14, 2021
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SANDBRIDGE ACQUISITION CORPORATION
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By:
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/s/ Ken Suslow
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Name:
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Ken Suslow
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Title:
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Chief Executive Officer
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