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
 Ken Suslow
FirstName
SandbridgeLastNameKen    Suslow
            Acquisition Corp
Comapany
March      NameSandbridge Acquisition Corp
       15, 2021
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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
 Ken Suslow
FirstName
SandbridgeLastNameKen    Suslow
            Acquisition Corp
Comapany
March      NameSandbridge Acquisition Corp
       15, 2021
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         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
 Ken Suslow
FirstName
SandbridgeLastNameKen    Suslow
            Acquisition Corp
Comapany
March      NameSandbridge Acquisition Corp
       15, 2021
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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
 Ken Suslow
FirstName
SandbridgeLastNameKen    Suslow
            Acquisition Corp
Comapany
March      NameSandbridge Acquisition Corp
       15, 2021
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         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.
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SandbridgeLastNameKen    Suslow
            Acquisition Corp
Comapany
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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.
 Ken Suslow
Sandbridge Acquisition Corp
March 15, 2021
Page 7

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