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                            April 14, 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 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4 filed March 31, 2021

       Comparative Per Share Data, page 31

   1.                                                   We note your response
to comment 8. We remind you that the instructions to Item 3(f) of
                                                        Part I.A. of the Form
S-4 state that equivalent pro forma per share amounts shall be
                                                        calculated by
multiplying the pro forma income (loss) per share, pro forma book value per
                                                        share, and the pro
forma dividends per share amounts by the exchange ratio so that the
                                                        comparative per share
amounts are equated to the respective values for one share of the
                                                        company being acquired.
It is not clear how your equivalent pro forma per share amounts
                                                        comply with this
guidance given the exchange ratio of 2.05. For example, we note that
                                                        pro forma net loss per
share under the maximum redemption scenario was $0.07 per share
                                                        and the corresponding
equivalent pro forma per share amount was $0.10. Please advise or
                                                        revise your
calculations as necessary.
 Ken Suslow
FirstName
SandbridgeLastNameKen     Suslow
             Acquisition Corp
Comapany
April       NameSandbridge Acquisition Corp
       14, 2021
April 214, 2021 Page 2
Page
FirstName LastName



Background of the Business Combination, page 93

2.       We note your response to prior comment 9 and reissue in part. We note
you deleted your
         prior disclosure regarding the fact that you engaged a third-party
consulting firm to assist
         in evaluating Owlet   s addressable market and the strength of its
brands through a
         customer survey and a videoconference discussion with Owlet management
in connection
         with your potential Business Combination. In addition, we note your
revised disclosure on
         page F-14, that a third-party consultant provided market analyses to
you relating to
         your potential business combination targets and is owed a fee of
approximately
         $1,350,000, of which 90% is contingent upon the closing of the
transaction. Please
         disclose the third-party consulting firm you engaged to assist in
evaluating Owlet's
         addressable market and include disclosure regarding any material
contingent
         compensation arrangements with the firm. Alternatively, please provide
         your analysis supporting your conclusion that the third-party
consulting firm market
         research disclosure is not material.
Unaudited Pro Forma Condensed Combined Financial Information
Other Related Events in Connection with the Business Combination, page 147

3.       We note that 2,807,500 shares of New Owlet common stock will be
outstanding following
         the closing but will remain subject to price-based performance vesting
terms. You note
         that these shares have been treated as contingently recallable in the
pro forma financial
         information. Please clarify in your disclosures how they have been
presented in the pro
         forma financial information in order to be treated as contingently
recallable.
Note 4. Loss per Share, page 155

4.       Please better clarify in the note how you computed the number of
weighted average shares
         to use in your determination of pro forma net loss per share amounts.
Please specifically
         address the following:
             Please clarify how you determined the number of New Owlet weighted
average
              shares that would be outstanding based on the applicable exchange
ratios for the
              following: deemed conversion of Owlet   s redeemable convertible
preferred stock and
              unvested restricted shares of Owlet common stock; exchange of
Owlet common
              stock; and conversion of Owlet   s convertible promissory notes.
             On page 148, you provide a table showing the pro forma shares of
New Owlet
              common stock issued and outstanding after the Business
Combination, please better
              clarify how the number of shares used in your determination of
pro forma loss per
              share correspond to this table.
             Please disclose the number of shares not included in your
determination of earnings
              per share amounts for anti-dilution reasons.
         Refer to Rule 11-02(a)(8) of Regulation S-X.
 Ken Suslow
FirstName
SandbridgeLastNameKen     Suslow
             Acquisition Corp
Comapany
April       NameSandbridge Acquisition Corp
       14, 2021
April 314, 2021 Page 3
Page
FirstName LastName
Management   s Discussion and Analysis of Financial Condition and Results of
Operations of
Owlet
Critical Accounting Policies and Estimates
Revenue Recognition, page 196

5.       We note your disclosures related to Owlet Dream Lab as one of your
current product
         offerings. Please tell us what consideration was given to also
addressing this product as
         part of your revenue recognition disclosures.

Stock-based Compensation Expense, page 198

6.       Please explain to us how you determined the fair value of the common
stock underlying
         your recent equity issuances, including the stock options granted in
January 2021, and
         how this reconciles to the valuations of your common stock as
indicated based on the
         terms of the business combination transaction.
Financial Statements of Owlet Baby Care Inc.
Note 8. Line of Credit, page F-37

7.       We note that you were not in compliance with a financial covenant
under the loan and
         security agreement with Silicon Valley Bank as of December 31, 2020.
The amendment
         to this agreement entered into in March 2021 included a waiver related
to this financial
         covenant noncompliance. We also note that the term note payable to
Silicon Valley Bank
         becomes cross defaulted with the financial covenants on the Silicon
Valley Revolver,
         which appears to be under the loan and security agreement. In this
regard, please address
         the following:
             Please disclose the terms of the waiver including how long the
terms of the covenant
              were specifically waived;
             Please disclose the impact of the financial covenant noncompliance
on the term note
              payable. Please tell us your basis for determining it was
appropriate to continue to
              classify this debt amount as noncurrent. Refer to ASC
470-10-45-1; and
             In your Liquidity and Capital Resources discussion in MD&A, please
disclose the
              potential impact on your liquidity and capital resources if you
do not comply with
              any remaining covenants and/or are unable to obtain a waiver of
compliance in the
              future. Specifically, you should state whether noncompliance with
any remaining
              covenants could lead to the acceleration of payments due under
any of your debt
              arrangements. Please also disclose the actual ratios/amounts as
of each reporting date
              for any material debt covenants for which it is reasonably likely
that you will not be
              able to meet. See Sections I.D and IV.C of the SEC Interpretive
Release No. 33-8350.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Ken Suslow
Sandbridge Acquisition Corp
April 14, 2021
Page 4

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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.



                                                           Sincerely,
FirstName LastNameKen Suslow
                                                           Division of
Corporation Finance
Comapany NameSandbridge Acquisition Corp
                                                           Office of Life
Sciences
April 14, 2021 Page 4
cc:       Emily J. Oldshue, Esq.
FirstName LastName