Owlet Inc美股招股说明书(2025-12-12版)

PROSPECTUS OWLET, INC. Up to 5,346,194 Shares ofClass A Common Stock This prospectus relates to the resale of up to 5,346,194 shares of Class A common stock, par value $0.0001 per share of the Company(“Common Stock”), held by the securityholders named in this prospectus (the “Registered Holders”). We will not receive any proceedsfrom the sale of Common Stock by the Registered Holders. We are registering the shares of Common Stock for resale pursuant to registration rights granted to the Registered Holders under theterms of the Exchange Agreement, dated as of August 7, 2025, between us and the Registered Holders (the “Exchange Agreement”),pursuant to which, among other things, the Registered Holders exchanged certain warrants to purchase shares of Common Stock for theshares of Common Stock registered for resale by this prospectus. Our registration of the shares of Common Stock covered by thisprospectus does not mean that the Registered Holders will offer or sell any of the shares of Common Stock covered by this prospectus. Theshares of Common Stock registered for resale by this prospectus are also subject to a contractual lockup that prevents them being sold ortransferred until April 8, 2026, subject to certain limited exceptions. The Registered Holders may offer and sell the securities described in this prospectus and any related prospectus supplement to orthrough one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If anyunderwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee,commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in theapplicable prospectus supplement. The Registered Holders will pay all underwriting discounts and selling commissions, if any, inconnection with the sale of the shares of Common Stock. We have agreed to pay certain expenses in connection with this prospectus and toindemnify the Registered Holders against certain liabilities. To our knowledge, as of the date of this prospectus, no underwriter or otherperson has been engaged to facilitate the sale of shares of Common Stock in this offering. See the sections of this prospectus entitled“About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus andthe applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE7OF THISPROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN ANY APPLICABLE PROSPECTUS SUPPLEMENTCONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our Common Stock is listed on the New York Stock Exchange, or NYSE, under the symbol “OWLT.” On December 8, 2025, the lastreported sale price of our Common Stock on NYSE was $14.59 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is December 9, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUSNOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKREGISTERED HOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, usinga “shelf” registration process. By using a shelf registration statement, the Registered Holders may, from time to time, sell up to 5,346,194shares of Common Stock from time to time in one or more offerings as described in this prospectus. In connection with the offer and saleof securities by the Registered Holders, the Registered Holders may provide a prospectus supplement to this prospectus that containsspecific information about the securities being offered and sold and the specific terms of that offering. To the extent permitted by law, wemay also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to theseofferings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectuswith respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectussupplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Beforepurchasing any securities, you should carefully read both this prospectus and any applicable prospectus supplement or free writingprospectuses, together with the additional information describ