POS EX

As filed with the Securities and Exchange Commission on April 6, 2023

Registration No. 333-258506

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 3

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Owlet, Inc.

(Exact name of registrant as specified in its charter)

Delaware	7370	85-1615012
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

3300 North Ashton Boulevard, Suite 300

Lehi, Utah 84043

(844) 334-5330

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kurt Workman, Chief Executive Officer

3300 North Ashton Boulevard, Suite 300

Lehi, Utah 84043

(844) 334-5330

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Benjamin Potter

Drew Capurro

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

(650) 328-4600

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-258506)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

This Post-Effective Amendment No. 3 to the Registration Statement Shall become effective immediately upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act.

EXPLANATORY NOTE

This Post-Effective Amendment No. 3 (this “Amendment”) to the Registration Statement on Form S-1 of Owlet, Inc. (File No. 333-258506), initially filed on August 5, 2021 and declared effective by the Securities and Exchange Commission (the “SEC”) on August 24, 2021 (as amended, the “Registration Statement”), is being filed as an exhibit-only filing solely to file a consent of PricewaterhouseCoopers LLP with respect to its report dated April 6, 2023 relating to the financial statements of Owlet, Inc. contained in its Annual Report on Form 10-K for the year ended December 31, 2022 and included in the Prospectus Supplement No. 16 dated April 6, 2023 filed pursuant to Rule 424(b)(3), filed herewith as Exhibit 23.1 (the “Consent”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

Exhibit Number	Description
23.1*	Consent of PricewaterhouseCoopers LLP (with respect to Owlet, Inc. consolidated financial statements).
24.1*	Power of Attorney

•Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lehi, State of Utah, on the 6th day of April, 2023.

	OWLET, INC.
Date: April 6, 2023	By:	/s/ Kurt Workman
	Name:	Kurt Workman
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Amendment to the Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

Signature	Title	Date
/s/ Kurt Workman	Chief Executive Officer and Director (Principal Executive Officer)	April 6, 2023
Kurt Workman
/s/ Kate Scolnick	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 6, 2023
Kate Scolnick
*	Chairman of the Board	April 6, 2023
Lior Susan
*	Director	April 6, 2023
Zane Burke
*	Director	April 6, 2023
Laura J. Durr
*	Director	April 6, 2023
John Kim
*	Director	April 6, 2023
Amy McCullough
*	Director	April 6, 2023
Jayson Knafel
* By: /s/ Kate Scolnick
Kate Scolnick
Attorney-in-fact

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of Owlet, Inc.of our report dated April 6, 2023, relating to the financial statementsofOwlet, Inc., which appears in the Prospectus Supplement ofOwlet, Inc. dated April 6, 2023, which forms a part of this Registration Statement.

/s/ PricewaterhouseCoopers LLP
Salt Lake City, Utah
April 6, 2023

EX-24.1

Exhibit 24.1

OWLET, INC.

Power of Attorney

I hereby constitute and appoint Kurt Workman and Kate Scolnick as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to Owlet, Inc.’s Registration Statement on Form S-1 (File No. 333-258506) (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 30, 2023.

                                By: /s/ Jayson Knafel
                                Name: Jayson Knafel