What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-28 compared with 2021-03-09 · 398 added, 192 removed, 0 unchanged (100% of the section changed)

blank check company incorporated on June 4, 2020 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or

more businesses.

We have neither engaged in any operations nor generated any revenue to date.

Based on our business activities, the Company is a shell company as defined under the Exchange Act of 1934 (the Exchange Act)

because we have no operations and nominal assets consisting almost entirely of cash.

On August 25, 2020, we consummated our initial

public offering (the Public Offering) of 20,000,000 units.

Each unit consists of one Class A ordinary share and one-half of one redeemable warrant.

Each warrant entitles the holder thereof to

purchase one Class A ordinary share at a price of $11.50 per share.

The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $200,000,000.

Prior to the consummation of the Public Offering, on

June 30, 2020, the Sponsor received 5,750,000 Founder Shares in exchange for a capital contribution of $25,000, or $0.004 per share.

The Sponsor surrendered 750,000 Founder Shares to the Company for no consideration in connection with the

underwriters election to not exercise the over-allotment option relating to the Public Offering at the end of the 45-day option period on October 5, 2020.

Simultaneously with the consummation of the Public Offering, we consummated the private sale of an aggregate of 6,000,000 warrants, each

exercisable to purchase one Class A ordinary share at $11.50 per share, to the Sponsor at the time of the Public Offering (and/or one or more of their estate planning vehicles) at a price of $1.00 per warrant, generating gross proceeds, before

expenses, of approximately $6,000,000 (the Private Placement).

The warrants sold in the Private Placement, or the private placement warrants, are identical to the warrants included in the units sold in the Public Offering, except that,

so long as they are held by their initial purchasers or their permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not,

subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the Company completes its initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they will be

entitled to registration rights.

Upon the closing of the Public Offering and the Private Placement, $200,000,000 was placed in a trust

account with Continental Stock Transfer & Trust Company acting as trustee (the Trust Account).

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes,

if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Companys initial business combination, (ii) the redemption of our public shares if we are unable

to complete our initial business combination by August 25, 2022, subject to applicable law, or (iii) the redemption of the Companys public shares properly submitted in connection with a shareholder vote to amend its amended and

restated memorandum and articles of association to modify the substance or timing of the Companys obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of the public

shares if the Company has not consummated an initial business combination by August 25, 2022.

The proceeds held in the Trust Account will be invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money

market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

The proceeds deposited in the Trust Account could

become subject to the claims of the Companys creditors, if any, which could have priority over the claims of its public shareholders.

After the payment of underwriting discounts and commissions (excluding the deferred portion

of $7,000,000 in underwriting discounts and commissions, which amount will be payable upon consummation of our initial business combination if consummated) and approximately $1,000,000 in expenses relating to the Public Offering, approximately

$1,000,000 of the net proceeds of the Public Offering and Private Placement was not deposited into the Trust Account and was retained by us for working capital purposes.

The net proceeds deposited into the Trust Account remain on deposit in the

Trust Account earning interest.

As of December 31, 2020 there was approximately $200,061,054 in investments and cash held in the Trust Account and approximately $697,957 of cash held outside the Trust Account available for working capital

On December 21, 2020, we entered into a merger agreement, with Beam Merger Sub, Inc.

(Merger Sub) and Ouster,

(Ouster), relating to a proposed business combination transaction (the Business Combination) between the Company and Ouster (the Merger Agreement).

Pursuant to the Merger Agreement, the Company will domesticate as a Delaware corporation (and will be renamed Ouster PubCo) and

Merger Sub, a wholly owned subsidiary of the Company, will merge with and into Ouster, the separate corporate existence of Merger Sub will cease and Ouster will be the surviving corporation and a wholly owned subsidiary of the Company (the

In connection with the consummation of the Business Combination, the Company will change its name to Ouster, Inc.

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain

conditions as further described in the Merger Agreement.

For additional information regarding Ouster, the Merger Agreement and the

Business Combination, see the definitive proxy statement/prospectus filed by the Company on February 18, 2021.

Other than as

specifically discussed, this report does not assume the closing of the Business Combination.

Effecting Our Initial Business Combination

We are not presently

engaged in, and we will not engage in, any operations for an indefinite period of time.

We intend to effectuate our initial business combination using cash held in the Trust Account, our equity, debt or a combination of these as the consideration to

be paid in our initial business combination.

We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous

risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt securities, or not

all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our shares of Class A common stock, we may apply the balance of the cash

released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial

business combination, to fund the purchase of other companies or for working capital.

Selection of Target Businesses

While we may pursue a business combination target in any business or industry, we intend to focus our search for a business combination on

businesses that complement our management teams expertise and network of relationships in the natural resources, energy, real estate and agricultural industries.

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers

and private investment funds.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may also introduce us to target businesses in which they think

we may be interested on an unsolicited basis, since many of these sources will know what types of businesses we are targeting.

Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of

which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

In addition, we expect to receive a number of proprietary deal flow

opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors.

The rules of the NYSE require that we must consummate an initial business combination with

one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of signing a definitive

agreement in connection with our initial business combination.

We are not prohibited from pursuing an initial business combination with a

business combination target that is affiliated with our Sponsor, officers or directors, or from completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

In the event we

seek to complete our initial business combination with a business combination target that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment

banking firm which is a member of FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings

with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us.

If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business

combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

The Company will not pay any consulting fees to members of our management team, or any of

their respective affiliates, for services rendered to or in connection with our initial business combination.

Redemption Rights for Holders of

Public Shares Upon Consummation of Our Initial Business Combination

We will provide our public shareholders with the opportunity

to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of

then outstanding public shares, subject to the limitations and on the conditions described herein.

The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we

will pay to the underwriters.

Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and public shares in connection

with the completion of our initial business combination.

Conduct of Redemptions Pursuant to Tender Offer Rules

If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will

(a) conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and (b) file tender offer documents with the SEC prior to completing

our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the

solicitation of proxies.

Submission of Our Initial Business Combination to a Shareholder Vote

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection

therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman

Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company.

A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares

entitled to vote at the meeting are represented in person or by proxy.

Our Sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our Sponsor, officers and directors have agreed to vote their Founder

Shares, private placement shares and any public shares purchased during or after the Public Offering in favor of our initial business combination.

Each public shareholder may elect to redeem their public shares irrespective of whether they vote for

or against the proposed transaction or whether they were a public shareholder on the record date for the shareholder meeting held to approve the proposed transaction.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or

following the completion of our initial business combination.

There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with

applicable law and NYSE rules.

However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds held in the Trust Account will

be used to purchase shares or public warrants in such transactions.

If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such

purchases are prohibited by Regulation M under the Exchange Act.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction

subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

Any such purchases will be

reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the

likelihood of obtaining shareholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial

business combination, where it appears that such requirement would otherwise not be met.

The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters

submitted to the warrant holders for approval in connection with our initial business combination.

Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

addition, if such purchases are made, the public float of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or

obtain the quotation, listing or trading of our securities on a national securities exchange.

Limitation on Redemption Rights Upon Completion of

Our Initial Business Combination If We Seek Stockholder Approval

Notwithstanding the foregoing redemption rights, if we seek

shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association

provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be

restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in the Public Offering without our prior consent.

We believe the restriction described above will discourage shareholders from accumulating large

blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable

Absent this provision, a public shareholder holding more than an aggregate of 20% of the shares sold in the Public Offering could threaten to exercise its redemption rights against a business combination if such holders shares are not

purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms.

By limiting our shareholders ability to redeem to no more than 20% of the shares sold in the Public Offering, we

believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a

closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 20%

of the shares sold in the Public Offering) for or against our initial business combination.

Redemption of Public Shares and Liquidation If No Initial Business Combination

Our amended and restated memorandum and articles of association provide that we will have only 24 months from the Public Offering to complete

our initial business combination.

If we are unable to complete our initial business combination within such 24-month period, we will:

(i) cease all operations except for the purpose of winding up,

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in

the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will

completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other

requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period.

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other

entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions.

Many of these

entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess similar or greater financial, technical, human and other

resources than us.

Our ability to acquire larger target businesses will be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation

to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the future dilution they

potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

We currently have four

Members of our management team are not obligated to devote any specific number of hours to the Companys matters but they intend to devote as much of their time as they deem necessary to the Companys affairs until we have

completed our initial business combination.

The amount of time that any members of our management team will devote in any time period will vary based on the current stage of the business combination process.

Available Information

required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events

(e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business and bankruptcy) in a Current Report on Form 8-K.

maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

The SECs Internet website is located at http://www.sec.gov.

In addition, the

Company will provide copies of these documents without charge upon request from us in writing at 1400 Centrepark Blvd, Ste 810, West Palm Beach, FL 33401.

(“Ouster” or the “Company”) is building the eyes of autonomy.

We are a leading provider of high-resolution digital lidar sensors and enabling software that gives robots, machinery, vehicles and fixed infrastructure advanced 3D vision allowing them to safely interact with the physical world.

We design and manufacture digital lidar sensors that we believe to be the highest performing, lowest cost lidar solutions available today across each of our four target markets:

automotive, industrial automation;

smart infrastructure and robotics.

We believe that our digital lidar technology positions us at the center of a global revolution in autonomy.

We believe that 3D vision technologies, coupled with artificial intelligence, will power new autonomous technologies that in turn will

Ta ble of C ontents

fundamentally disrupt business models across many existing industries and also enable entirely new industries and capabilities.

In the year ended December 31, 2021, 34% of our total sensors shipped were to automotive customers.The automotive industry is undergoing a rapid shift towards advanced safety and autonomy features, powered by lidar, and we believe we are uniquely positioned, with our true solid-state digital lidar technology, to enable this transformation.

We work with companies across the entire automotive ecosystem, from technology providers to direct automotive parts suppliers (“Tier 1s”) original equipment manufacturers (“OEMs”), to design and manufacture lidar sensors for these advanced vehicle systems.

Beyond the automotive market, we believe that there is an even larger market for lidar sensors.

We believe our highly flexible digital lidar architecture strongly positions us to address what we believe is a rapidly growing dema nd.

Our industrial customers today are using lidar to increase safety and automating operations across the global supply chain, in material handling vehicles at ports and warehouses, in off-highway vehicles at mines and farms, and in manufacturing equipment in factories.

In our smart infrastructure vertical, cities are increasing safety and efficiency through using lidar control traffic lights and warning systems, and security companies are improving intrusion detection and tracking by augmenting existing CCTV systems with the spatial tracking capabilities of lidar.

We believe these markets present a significant opportunity for growth, as they touch nearly every aspect of our daily lives.

Approximately 66% of our revenue for the year ended December 31, 2021 came from customers outside the automotive industry, which we believe illustrates both the flexibility of our technology and the opportunity across our target markets globally.

We envision a future where lidar-powered solutions are widespread, with useful and affordable 3D perception capabilities built into every moving robot, car, truck and drone, as well as every factory, building, stoplight, dock, and airport terminal.

We have invested heavily in our patent portfolio since our inception by pursuing comprehensive coverage of invention families, use cases, and broad international coverage.

As of December 31, 2021, we held over 50 patents and nearly 200 pending patent applications.

We believe that our semiconductor-based digital approach mirrors the type of evolution seen during the analog-to-digital transition across the electronics and camera industries.

The end result in each of these other industrial transitions was the emergence of high-performance, low-cost digital technology that addressed expanded and diverse use cases.

We believe these technology breakthroughs are central to our competitive advantage and dramatically improve sensor performance while making our approach difficult to replicate.

In the lidar space, we believe analog technologies have less room for future improvement.

In contrast, we anticipate that the key components of our digital lidar have many years of exponential growth ahead, distinguishing Ouster from its analog-focused competitors.

We believe the simplicity of our digital lidar design gives us meaningful cost advantages in manufacturing, supply chain, and production yields.

A common digital lidar architecture underpins our entire product portfolio, which we believe will drive economies of scale in our supply chain.

With virtually unlimited software-defined customization, we are able to deliver new SKUs for industry-specific applications, expanding our product offerings with minimal manufacturing or inventory changes.

We continue to expand our manufacturing capacity by outsourcing to our manufacturing partner, Benchmark Electronics, Inc.

(“Benchmark”).

Benchmark manufactures our products at its facility in Thailand, which we expect will reduce product costs and allow us to rapidly scale production to meet our anticipated product demand.

Based on cost quotes for our products in mass production, we believe our manufacturing costs to be lower than certain of our competitors, and we expect our manufacturing costs per unit to decrease further with higher volumes.

Our mission to make the physical world safer and more efficient is aligned with our commitment to sustainability now and into the future.

We believe that our lidar technology is a key enabler of sustainable solutions for our customers, driving the efficient use of vehicles, industrial machinery, and robotics across our end markets.

Greater levels of industrial and vehicular automation have been shown to have the potential to significantly reduce global carbon dioxide emissions, helping to curb the effects of climate change.

Likewise, smarter cities powered by lidar can better manage traffic, reduce commute times, and further reduce emissions.

In smart city use cases, Ouster’s lidar sensors also can be customized with a “privacy-safe” mode, protecting citizens from facial recognition technology.

We believe that our lidar products offer superior performance at lower cost and that this will facilitate a wide array of sustainable solutions that generally help drive lidar technology into the mainstream.

We have entered into several, and are actively negotiating a number of additional, multi-year contracts with our customers.

In 2021 and 2020 we had over 600 and 500 paying customers, respectively.

In 2021, with the acquisition of Sense Photonics, Inc.

(“Sense”) and establishment of Ouster Automotive, we increased our number of automotive engagements significantly.

Leading with our true solid-state technology, we are working directly with top automotive OEM and Tier 1s in North America, Europe, and Asia.

We expect these engagements to continue to rapidly grow in the coming years, as more advanced Advanced Driver Assisted Systems (“ADAS”) and Automated Driving systems enter production and come

Ta ble of C ontents

Outside automotive, our industrial, smart infrastructure, and robotics businesses have continued their rapid growth.

We continue to add new industrial, smart infrastructure, and robotics customers, and traction with existing customers is increasing as they progress and bring their products to market.

Just as we have seen in automotive, we expect our engagements to rapidly scale over the coming years as our customers bring both advanced safety systems and autonomous operation systems into production.

We see a future where our digital technology enables lidar to become universal, playing a key role in the autonomy revolution that will change innumerable aspects of our economy and daily lives.

We believe Ouster’s patented digital approach to lidar positions us well to be at the epicenter of this societal shift, and we anticipate that our software-defined product architecture can accelerate adoption and unlock more applications for lidar in our focus markets and beyond.

Digital Lidar Technology

Our founders and engineering team have many years of lidar industry experience.

By leveraging our deep knowledge of lidar technology, we have invented and patented an integrated, semiconductor-based digital lidar technology, which consists of the following key features:

Patented digital lidar architecture

Our digital lidar systems are based on a simplified architecture that achieves high resolution and reliability at a lower cost than analog lidar systems.

Our sensors have three main technologies that, combined with embedded software, power our high-performance “OS” and “DF” product lines.

Custom system-on-a-chip (“SoC”) with single photon avalanche diode (“SPAD”) detectors

Our sensors contain a custom-designed SoC that replaces the functionality of hundreds of discrete analog components and integrates those capabilities onto a single complementary metal-oxide-semiconductor (“CMOS”) chip.

In our “OS” product line, we are currently on our fourth-generation SoC, “L2X”, which combines significant processing power with a 128-channel SPAD array onto a single piece of silicon.

Our SoC is capable of counting individual photons in order to detect very weak laser light pulses from long range targets.

This digital SPAD-based approach enables our “OS” sensors to be compact, high-performance, and low-cost in order to provide advanced autonomy functionality to our industrial, robotics, smart infrastructure, and automotive customers.

Our “DF” product line currently features our first generation solid-state CMOS SoC.

Powered by this chip, the solid-state “DF” product line features short, medium, and long-range sensing options that we believe has the potential to meet the performance, reliability, design, and cost requirements of global automotive OEMs.

Vertical cavity surface emitting laser (“VCSEL”) array

Paired with our digital SPAD SoC is an array of VCSELs.

By using VCSEL technology, we can place our laser emitters into a dense array.

This dense, compact approach enables us to increase our resolution without increasing the size or complexity of our sensors.

Patented micro-optical system

In addition to our detector SoC and VCSEL array, our sensors feature patented micro-optical systems that enhance the performance of both our emitters and detectors.

The combined effect of these micro-optical systems on sensor performance is equivalent to an increase in detector efficiency of multiple orders of magnitude.

We believe this breakthrough intellectual property gives us significant competitive advantages over other companies that are currently attempting or may attempt to use a similar digital architecture.

Embedded software

Our existing embedded software is field-upgradeable, which enables us to customize and improve our sensor’s capabilities.

We believe that the flexibility of this existing embedded software, together with embedded software that we develop in the future, will create an avenue for software-based enhancements of performance and customization of our products that will be capable of addressing myriad end-market customers’ specific technical requirements.

Ta ble of C ontents

We currently offer two digital lidar product lines, our “OS” scanning sensors and our “DF” true solid-state flash sensors.

Introduced in 2018, our OS product line today features three different sensor models available in numerous configurations.

We are currently developing our solid-state digital flash the DF product line, which replaces the “ES” sensor line and accelerates our product roadmap.

In October of 2021, Ouster acquired Sense Photonics, Inc.

(“Sense”) a developer of solid-state flash lidar based on VCSEL and SPAD technology.

This acquisition enables the development of the DF sensor line which leverages technology and engineering expertise from both companies.

OS Product line

The OS product line, based on our fourth-generation L2X SoC, is available in three different models to meet the needs of our end customers.

The model options include the ultra-wide view “OS0,” the mid-range “OS1,” and the long-range “OS2.” Within each of these models we offer numerous configuration options, including but not limited to different resolutions and different data output structures.

As we continue to release new generations of the silicon CMOS SoCs that power the OS product line, we expect the performance of the sensors to improve.

Ta ble of C ontents

• Resolution options (channels):

32, 64 and 128

• Field of View (FoV):

90° vertical FoV & 360° horizontal FoV

• Horizontal resolution (@ 10 Hz):

• Points per second (@128 channels):

• Power consumption:

• Environmental protection:

• Customization options:

• Illustrative use cases:

Factory AGVs, Automated forklifts, Robo-taxis, Building security, Autonomous shuttles, Anonymous People counting

• Resolution options (channels):

32, 64 and 128

45° vertical FoV & 360° horizontal FoV

• Horizontal resolution (@ 10 Hz) :

• Precision :

• Points per second :

• Power consumption:

• Customization options:

• Environmental protection:

• Illustrative use cases:

Last-mile delivery robots, Autonomous trucking, Autonomous mining vehicles, Autonomous agricultural vehicles, Autonomous buses, Autonomous drones, Traffic safety

• Resolution options (channels):

32, 64 and 128

22.5° vertical FoV & 360° horizontal FoV

• Horizontal resolution (@ 10 Hz):

• Points per second (@128 channels):

• Power consumption:

• Customization options:

• Environmental protection:

• Illustrative use cases:

Autonomous trucking, Robo-taxis, Autonomous shuttles, Traffic analytics, Autonomous mining, Building security

Product customization

Within our OS sensor models, we offer numerous customization options, all enabled by embedded software.

For each of our three models, we offer resolution options of 128 lines vertically (“channels”), 64 channels, or 32 channels.

Additionally, within the 64 and 32 channel options, we offer further customization to determine the channels are distributed throughout the vertical field-of-view.

These options for beam spacing are:

uniform (evenly distributed channels), gradient (denser channels around the center of the vertical field-of-view and sparser by the top and bottom edges), below horizon (evenly spaced on the bottom half of the field of view), and above horizon (evenly spaced in the top half of the field-of-view).

Illustrative beam spacing options for the OS1 model are found below:

Ta ble of C ontents

In addition to beam spacing options, we also offer a “Privacy Mode” configuration which removes data that could potentially be used for facial recognition purposes.

Through our existing and future embedded software, we anticipate offering additional customization options to our customers as demand arises.

Because these configurations are offered through software, the incremental cost of additional options is lower than designing new hardware, giving us operational flexibility to respond to market demand.

DF product line

The DF series is a suite of short, mid, and long-range solid-state digital lidar sensors.

The true solid-state DF series is built for best-in-class reliability, durability, and affordability.

The DF series is designed to meet automaker requirements for ADAS and automated driving, while seamlessly integrating into the vehicle architecture and design.

We expect to make the DF series available for consumer vehicles starting production in 2025.

The Company is already shipping functional prototypes and samples to OEMs and Tier 1s partners.

The DF product line was specifically engineered to meet consumer ADAS performance requirements and certifications related to automotive functional safety and reliability.

Its key features include high resolution sensors, adaptability, and scalability.

High resolution.

The patented breakthrough solid-state digital flash architecture produces high-resolution 3D point clouds.

Adaptability.

The multi-sensor suite is a flexible platform that can be easily adapted to different form-factors and sensor configurations to provide varying ranges, fields of view, and vehicle design freedoms – all with a simple change in optics or housing.

The true solid-state DF product line is highly manufacturable and offers the durability, reliability, and affordability needed for automotive series production.We are offering individual solid-state sensors as well as a multi-sensor lidar suite at a price point that we believe could enable broad adoption in consumer vehicles.

We believe that we are well-positioned to deliver on OEM requirements with a single supplier offering, reducing overall costs and making us a preferred potential partner for both automotive OEMs and Tier 1s.

Product Roadmap And Development

Our digital lidar technology is core to our products.

By transitioning to our digital architecture, we expect our product improvements will be primarily driven by improvements to our semiconductors—the receiver SoC and VCSEL laser array—instead of through complete redesigns of our sensors or further significant changes in architecture.

We expect to maintain our OS product line with our three current sensor models.

Our product roadmap primarily consists of designing, fabricating and integrating improved semiconductors into the OS product line, which we expect to improve the range and resolution of our sensors, among other features, while making no major changes to the form factor of our sensors.

Ta ble of C ontents

We have already shipped functional forward-facing prototypes for the automotive ADAS market and intend to release our first prototypes as early as 2022.

After the initial release, we anticipate our DF product line will improve in performance over time as we improve our core SoC and laser components.

Our Customers

We target four markets globally:

smart infrastructure;

and automotive.

In total, we shipped sensors to over 600 paying customers in 2021 across these diversified end markets.

For the year ended December 31, 2021, no single customer accounted for more than 10% of our revenue from product sales.

Our customers in the industrial market are generally engaged in the manufacturing, operation, or after-market modification of heavy industrial machinery, which includes mining vehicles, construction vehicles, agricultural vehicles, and port machinery among other machines.

Lidar is used on heavy machinery to enable autonomous usage of the machinery and to improve worker safety.

We believe that our industrial customers value the high resolution, range, small form factor, and high reliability of our digital lidar sensors.

Smart Infrastructure

Our customers in the smart infrastructure market are generally engaged in the monitoring and analysis of pedestrian and vehicle movements for the purpose of providing building security, improving road user safety, and increasing roadway efficiency.

This market includes federal, state, and local governments as well as private commercial businesses.

For our smart infrastructure customers, digital lidar provides accurate spatial data, immunity to low lighting conditions, and privacy protection, which are all areas where traditional cameras may struggle.

We believe that our smart infrastructure customers value the high resolution, 360° horizontal field-of-view, and high reliability of our digital lidar sensors.

Our customers in the robotics industry are generally engaged in the design, production, operation, or after-market modification of small mobile human-less vehicles, which includes wheeled robots, legged robots, and drones among other vehicles.

Our customers in the robotics market include both commercial entities and nonprofit entities, such as research institutions.

Our customers in the robotics market are installing lidar sensors for autonomous navigation, collision avoidance, and mapping in order to provide services such as last-mile delivery, street sweeping, and asset inspection.

We believe our robotics customers value the high resolution, wide vertical field-of-view, and high reliability of our digital lidar sensors.

Our customers in the automotive industry fall into two categories:

customers developing various forms of self-driving technology for driverless mobility and freight applications, and companies developing consumer ADAS.

Both groups are generally engaged in the design, production, manufacture, operation, or after-market modification of automobiles, which includes consumer and commercial vehicles, commercial heavy trucks, and buses among other vehicles.

Automotive customers use lidar as a core component in ADAS and for autonomous driving.

We believe that our automotive customers value the high resolution, high reliability, and cost of our digital lidar technology.

Our Competitive Strengths

We believe the following strengths will allow us to maintain and extend our position as a leading provider in high-resolution lidar solutions.

Patented digital lidar technology

We invented and patented our digital lidar technology beginning in 2015 and have since launched a suite of products built on a shared architecture that are competitive with legacy analog lidar.

We believe that our lidar technology breaks the link between cost and performance in the lidar industry.

Our proprietary SoC replaces hundreds to thousands of discrete components with a single tightly integrated SPAD receiver array, and our high-efficiency VCSEL array integrates every laser into a single die.

Moreover, our patented micro-optical system increases digital lidar performance by the equivalent of

Ta ble of C ontents

an orders-of-magnitude increase in detector efficiency.

We believe that this architecture will allow us to continue to increase sensor performance while reducing its cost for many years to come.

The Sense acquisition enabled us to acquire significant intellectual property, which we believe will distinguish us in the digital lidar space and provides a strong moat around our solid-state DF sensors.

High performance at an affordable price

As we introduce future generations of our proprietary SoC, we expect to be able to offer improved resolution, range, precision, reliability, and unlock new data types.

Our simple digital architecture shared across our products results in a single manufacturing process and common supply chain for all of our sensor models that we believe results in cost advantages that help us offer lower prices to our customers while maintaining gross margins.

Flexible and scalable product architecture

Our products employ a software-defined architecture, enabling rapid customization in the software layer, and a simple shared hardware architecture for scalable manufacturing.

With software-defined products continuing to drive low-cost customization, we expect to develop new SKUs for industry-specific applications, expanding our product offering without requiring significant manufacturing or inventory changes.

Large and diversified customer base

We sold sensors to ove r 600 paying customers worldwide in 2021 and no single customer accounted for more than 10% of our revenue in that time period.

We believe that the diversity of our customer base and our presence in all four of our targeted markets gives Ouster several advantages.

First, our customer and market diversity add stability to our business.

By diversifying our customer base, we are able to reduce our exposure to the risk of customer development delays or regulatory changes that may affect our sales to a single customer or in a particular market rather than all four of the targeted markets.

Second, we believe that a large, diverse customer base will ultimately result in more engaged customers purchasing our products and help us to achieve higher sales more quickly than other companies that depend on a smaller set of customers in fewer markets.

As we increase our sales volume, we expect our cost per sensor to decrease, allowing us to compete more effectively in each of the targeted markets.

Finally, we believe our early entrance into non-automotive markets will enable us to gain market-specific expertise, informing our product development decisions so that we may more effectively customize our products’ fit for the end market customers’ needs.

We also believe that our early entrance into our targeted markets affords us the opportunity to establish strong relationships globally with key customers in each market.

Volume manufacturing today

To achieve our vision of making lidar technology widely adopted, we designed our technology for high-volume manufacturing.

We are successfully expanding our manufacturing capacity by outsourcing manufacturing to the Thailand facility of our manufacturing partner Benchmark.

We believe our relationship with Benchmark provides a myriad of benefits, including the ability to leverage Benchmark’s manufacturing capacity to help us scale our production.

Digital solid-state technology positioned to capture automotive scale

We expect that our prospective customers in the ADAS market will select lidar suppliers primarily based on the anticipated ability to meet performance, reliability, design, and cost requirements.

We believe that the true solid-state digital lidar technology in our DF sensors will meet these performance, reliability, design, and cost requirements of the ADAS market, and lead to production wins and growth in this segment.

Highly reliable and rugged technology

In addition to high performance, comparatively low cost, and high customization flexibility, our sensors are designed to be highly reliable.

Our OS product line of sensors have achieved the highest ingress ratings in the industry—IP68 and IP69K—meaning they can survive submersion in up to 1 meter of water for 30 minutes and withstand high-temperature power washing.

We believe Ouster has one of the lowest field failure rates in the industry, which reduces the total cost of ownership for our sensors.

We believe that the high component count of certain analog sensors may cause these sensors to have higher field failure rates and may require recalibration from time-to-time at the expense of the customer, causing

Ta ble of C ontents

downtime in the field and requiring an inventory of spare lidar parts.

We expect our digital technology will significantly reduce these added expenses in both time and money and enable higher revenue and platform utilization by our customers.

Comprehensive IP portfolio

Our digital technology is backed by a comprehensive suite of patent protections.

We own numerous issued patents and pending patent applications.

As of December 31, 2021, we held more than 50 U.S.

We believe these technology breakthroughs are central to our competitive advantage, dramatically improving sensor performance while making our approach difficult to replicate.

Visionary management team

Innovation is central to our corporate culture.

Our co-founders Angus Pacala and Mark Frichtl have over 15 years of combined experience in lidar engineering.

In collaboration with our executive management team, they drive our vision and corporate strategy.

We believe that the digital lidar technology invented by our founders will continue to drive significant improvements in autonomous technology.

As the company has developed, we have built a strong supporting team, adding leaders in sales, marketing, operations, engineering, manufacturing, legal, and finance.

Our Growth Strategies

Our growth strategy is based upon three components:

the attractive performance and cost economics of our digital lidar technology, the introduction of value-added software, and focused commercial execution.

Today, our digital lidar technology powers OS and DF sensors that are high performance, highly customizable, reliable, and available at a competitive price point.

As we continue to upgrade the SoCs powering our OS and DF sensors, we expect to improve the performance of our sensors without significant negative impact to sensor cost or form factor.

We plan to leverage this dynamic to grow our sensor sales by steadily improving our product performance while consistently maintaining a competitive price point.

We believe the introduction of value-added software that aids in the processing of lidar data presents a significant growth opportunity.

For existing lidar users, software to aid in the processing of lidar data has the potential to decrease development time and improve system performance.

For customers who lack expertise in lidar technology, the introduction software to aid in the processing of lidar data will remove a significant barrier to their adoption of lidar technology.

In addition to our sensor and software growth opportunities, we believe we have opportunity to increase our growth through commercial execution excellence.

Through building a commercial organization with highly-skilled employees and efficient processes and systems, we believe we can improve our customer acquisition, accelerate existing customer growth, increase sales through distribution networks, and build valuable strategic partnerships.

In 2021, we saw strong growth in customers and strategic customer agreements across each of our four verticals and throughout the Americas, Asia Pacific, Europe and the Middle East.

The automotive vertical, which includes robotaxi, robotrucking, shuttles and buses, and consumer ADAS, accounted for 34% of sensors shipped in 2021.

The industrial vertical which includes material handling, off-highway equipment, and factory automation accounted for 25% of sensors shipped in 2021.

We saw the strongest growth in smart infrastructure, which accounted for 15% of sensors shipped in 2021 to support 86 deployed projects within our intelligent transportation systems, smart places and security sub-markets.

We were also selected for 24 additional smart infrastructure projects in 2021 that are scheduled to be shipped after 2021.

Finally, robotics accounted for 26% of sensors shipped in 2021.

Key elements of our growth strategy include:

Execute on our product roadmap

We continue to place a priority on innovation and product development.

We plan to continue improving our product performance and adding unique functionality while maintaining a competitive price point.

We believe our improving products at a consistently competitive price positions us to win new and expanded business opportunities in our target markets over time.

Commercialize digital lidar for emerging automotive opportunity

Ta ble of C ontents

We believe that when our planned cost-reduced solid-state DF sensor is released, it will meet the automotive industry’s long-term requirements for performance, cost, and reliability in ADAS applications.

As development progresses, we will strive to build and maintain relationships with global automotive OEMs and Tier 1s to further build demand.

Increase investment in software development

Developing software to ingest and make use of lidar data is a complex task.

Many of our existing customers have software development and artificial intelligence expertise, yet can spend many months developing software for a single type of lidar sensor.

We plan to build software to save our technically advanced customers time in the development of lidar processing algorithms.

Furthermore, for less technically advanced customers, they may be unable to make use of a lidar sensor due to a lack of expertise.

We plan to build full software solutions to enable these customers to unlock the benefits of lidar technology.

We intend to increase our investment in software development in order to accelerate this effort.

Expand our worldwide sales and marketing presence

We shipped sensors to ove r 600 paying customers worldwide in 2021.

To further grow our market share in our target markets, we intend to strategically hire globally, scaling our commercial team to serve the needs of each end market.

As our market presence grows through targeted sales and marketing activity, we believe our customer base will grow.

In addition, we are increasingly cross-selling within accounts, accessing new projects and opportunities within accounts where we have a beachhead position and increasing the number of addressable opportunities even within single accounts.

Grow sales volumes from existing accounts

We aim to create an established customer base in each of our four target markets that can be further strengthened as our relationships with customers mature.

As our customers move through our pipeline from benchtop evaluation to pilot evaluation to pre-production, and finally, to production—we believe our order volumes will increase at each stage in the sales process.

We expect that moving to series production can provide a material increase of up to several orders of magnitude in annual sales volume for each given customer program.

Sales for these programs are often, but not always, memorialized in multi-year contracts that provide a closer relationship to the customer and increased growth opportunities for us.

Expand our distribution network

While the majority of our sales are direct to customers, we also sell our sensors through an international distribution network.

We believe these distributors enable us to reach more end customers in an operationally efficient manner.

We plan to grow our existing network and establish new distribution partnerships in regions where we do not currently have partnerships.

By leveraging these relationships, we believe we will be able to reach more customers faster and rapidly grow our sales.

Expand our partner ecosystem

Effectively integrating and using a lidar sensor can be a complex task for some end customers.

An ecosystem of value-added software and integrator companies is growing across the world, offering perception software and tailored solutions for our target markets.

We have relationships with many of these companies, and have collaborated with some of them to develop software and services based on our sensors.

In collaboration with our value-added software and integrator partners, we intend to further develop complementary solutions and integration services that we believe will give us access to customers seeking out technical know-how and we expect that this will accelerate our sales growth.

Pursue strategic acquisitions

We may pursue acquisitions as a means to complement our technology and digital lidar architecture if they represent a strategic fit and are consistent with our overall growth strategy.

For example, in October 2021, we completed the acquisition of Sense and formally established Ouster Automotive, a new functional division of the Company focusing on driving mass-market adoption of digital lidar in consumer and commercial vehicles.

While we see significant and growing demand for our products today, we believe such acquisitions can create more expansive use cases for our products, provide greater access to our current target markets, or enable us to access additional markets.

Ta ble of C ontents

Manufacturing

We have invested significant time in streamlining our production process.

Our optical alignment processes are partially or completely automated, which reduces manufacturing time and increases our production output.

Our sensors also undergo an application-focused final test, which allows us to understand the real-world performance of our sensors before they are shipped to customers, reducing returned merchandise costs.

Ouster has also invested in building manufacturing process control systems.

Today, we have real-time manufacturing visibility on every sensor produced in Thailand due to our integrated data stores and dashboards.

All of this results in lowered labor and overhead cost per unit, with repeatable, scalable, and predictable quality.

Benchmark Manufacturing Services Agreement

In March 2018, we entered into a manufacturing services agreement with Benchmark, pursuant to which Benchmark has agreed to provide certain manufacturing and related services for the production of our digital lidar sensors, including procuring materials and assembling and testing finished products.

The initial term of the agreement expired in March 2020, but the term of the agreement automatically extends for additional one-year periods until either we or Benchmark provide notice of non-renewal at least 90 days prior to the end of the then-current term or extension.

Among other things, either party may terminate the agreement for convenience upon one-year notice to the other party.

Either party may also terminate the agreement under certain other customary conditions, including for uncured breaches of the agreement or if the other party if the other party materials breaches the agreement or in the event of the other party’s insolvency.

In connection with the services provided under the agreement, we have agreed to indemnify Benchmark against certain claims, including infringement of third-party intellectual property rights and noncompliance of our products with safety or other regulations.

The market for lidar solutions for autonomous applications is an emerging market, with many potential applications in the development stage.

As a result, we face competition from a range of companies developing lidar solutions for incorporation into these developing applications, some of which may be similar to ours.

Additionally, some of our targeted customers may have their own internal lidar development programs.

Although we believe our digital solutions and innovation support our position as a market leader, we have and will continue to face competition from existing competitors and new companies developing lidar solutions for the industrial, smart infrastructure, robotics and automotive industries.

Although we may encounter companies that are independently developing lidar solutions, we believe we compete favorably on the basis of the simplified and flexible digital architecture of our product design, our comparatively low customization costs, our commercial traction, and our comprehensive suite of patented technology.

Additionally, we expect our product costs per unit to continue to decrease over time as production volume expands.

Sales And Marketing

We maintain a global sales presence and sell directly to the majority of our customers.

We have grown our commercial team across the Americas, Europe, Middle East and Africa, and Asia and Pacific markets and brought on experienced leaders to develop a focused sales organization geared towards ramping our sales pipeline.

We plan to continue expanding our sales and marketing efforts to attract new customers and grow orders from existing customers.

Members of our sales team typically focus most of their effort in one of our target markets, allowing them to learn from customers and gain subject matter expertise.

While we maintain direct relationships with the majority of our customers, we have also developed a global network of active direct dealers and distributors to sell, install and support our solutions.

We collect feedback directly from our customers to generate insights that drive our business and products.

We will continue to expand and optimize our dealer network to ensure that we have sufficient geographic coverage across both existing and new markets.

We take a targeted marketing approach to each of our four focused markets.

We develop and publish digital content designed to educate and equip our audience to use Ouster’s products, and selectively use other digital channels and advertising to attract customers.

We leverage opportunities to present and speak at market-specific conferences, executive events, trade shows and industry events to further develop our brand and reputation.

These opportunities also allow us to showcase our technology and attract additional customer interest.

From time to time, we sponsor universities and other non-profit organizations to increase awareness of our technology and showcase its capabilities.

Ta ble of C ontents

Research and Development

We have invested significant resources into research and development of our lidar-based technologies.

We believe our ability to maintain a leadership position depends in part on our ongoing research and development activities.

Our research and development activities are primarily based in San Francisco, California, and Edinburgh, Scotland.

Our research and development team is responsible for the design, development, manufacturing and testing of our products.

We focus our efforts on the development of digital lidar technology, software functionality, solutions, and innovative manufacturing technologies.

The research and development team also partners with our operations and supply chain teams to develop scalable and reliable manufacturing processes and aid in supply chain planning and diversification.

Our team consists of engineers, technicians, scientists, operators and professionals with experience from a wide variety of the world’s leading sensing, engineering, consumer electronics, and automotive organizations.

Intellectual Property

We believe our success, competitive advantages, and growth prospects depend in part upon our ability to develop and protect our core technology and intellectual property.

We have built a portfolio of intellectual property, including issued patents and registered trademarks, copyrights, confidential technical information, and expertise in the development of lidar technology and software.

Our digital technology is backed by a comprehensive suite of patent protections.

We own numerous issued patents and pending patent applications.

As of December 31, 2021, we held more than 50 U.S.

patents, and 19 foreign patents in Australia, China, Japan, Russia, South Africa, South Korea, Singapore, and Taiwan.

The earliest of our patents are expected to expire in 2036.

Our patents contain a broad range of claims related to devices and methods for implementing digital lidar, among other things.

Our patents cover our micro-optic technology that enables improved digital lidar performance;

our digital lidar architecture combining VSCELs and SPADs;

our data processing circuits for in-silicon digital signal processing;

and our lidar-camera convergence, combining active and passive sensing technologies.

We believe these technology breakthroughs are central to our competitive advantage and dramatically improve sensor performance while making our approach difficult to replicate.

We have filed patent and trademark applications in order to further secure these rights and strengthen our ability to defend against third parties who may infringe on our rights.

We also rely on trade secrets, design and manufacturing know-how, and continuing technological innovations to maintain and improve our competitive position.

Additionally, we protect our proprietary rights through agreements with our commercial partners, supply-chain vendors, employees, and consultants, as well as close monitoring of the developments and products in the industry.

In addition to actively seeking patent protection covering inventions originating from us, from time to time, we review opportunities to acquire or in-license patents to the extent we believe such patents may be useful or relevant to our business.

We currently have an exclusive license to over 250 patents and patent applications worldwide.

Government Regulation

As a lidar technology company, we are subject to the Electronic Product Radiation Control Provisions of the Federal Food, Drug, and Cosmetic Act.

These requirements are enforced by the U.S.

Food and Drug Administration (“FDA”).

Electronic product radiation includes laser technology.

Regulations governing these products are intended to protect the public from hazardous or unnecessary exposure.

Manufacturers are required to certify in product labeling and reports to the FDA that their products comply with applicable performance standards as well as maintain manufacturing, testing and distribution records for their products.

Furthermore, we are also subject to similar internationally harmonized standards and regulations governing the safe use of laser products.

Based upon successful evaluations of the applicable laser products, followed by written attestation by international third-party certification agencies, manufacturers are required to create Self Declarations of Compliance (“SDOC”) of their products to such regulations, and label their products accordingly.

Our products and solutions are also subject to U.S.

and foreign trade and customs product classifications, including the U.S.

Export Administration Regulations, U.S.

Customs regulations and various economic and trade sanctions regulations administered by the U.S.

Treasury Department’s Office of Foreign Assets Controls.

export control laws and regulations and economic sanctions prohibit the shipment of certain products and services to countries, governments, and persons targeted by U.S.

Similarly, we are also subject to sourcing regulations such as the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the EU Conflict Minerals Regulation 2017/821, that will require us to carefully monitor our supply chain.

The implementation of these requirements could adversely affect the sourcing, availability and pricing of the materials that may be used in the manufacture of components used in our products.

Ta ble of C ontents

Our customers may use our products in applications that are regulated and/or subject to industry standards.

Such applications require that our products comply with the applicable regulations and standards, including, but not limited to, functional safety, cybersecurity, product safety and product performance standards.

For example, we continue to add features to our existing OS line, and we expect to design, engineer and test our new DF product line, to meet evolving U.S.

and international consumer product safety and performance requirements as well as Automotive and Industrial Functional Safety, Cybersecurity and performance certifications designed to ensure the safe deployment and operation of autonomous vehicles, automotive ADAS, industrial machines and robots.

Significant foreign markets also continue to develop their own respective standards to define deployment requirements for higher levels of autonomy in these jurisdictions.

Finally, our operations are subject to various federal, state and local laws and regulations governing the occupational health and safety of our employees and wage regulations.

We are subject to the requirements of the federal Occupational Safety and Health Act, as amended, and comparable state laws that protect and regulate employee health and safety.

Like all companies operating in similar industries, we are subject to environmental regulation, including water use;

air emissions;

use of recycled materials;

energy sources;

the storage, handling, treatment, transportation and disposal of hazardous materials;

and the remediation of environmental contamination.

Compliance with these laws, rules and regulations may include permits, licenses and inspections of our facilities and products.

Human Capital Management

As of December 31, 2021, we employed approximately 217 people on a full-time basis in the United States and 61 people on a full-time basis internationally, either directly through our international subsidiaries or through a professional employer organization.

We employ approximately 113 engineers and technical talent, and we are continuing to look to significantly expand our technical employee count in order to meet our product development goals.

We also engage numerous consultants and contractors to supplement our permanent workforce.

None of our employees are represented by a labor union or covered by collective bargaining agreements.

We believe we have strong and positive relations with our employees.

Diversity and Inclusion.

To attract, motivate and retain a highly-skilled workforce throughout our organization, we are committed to having a safe and inclusive environment that leverages the capabilities of our employees and encourages diversity of thought.

In furtherance of these objectives, we provide Diversity, Inclusion, and Belonging training for our employees to promote a healthy and inclusive organizational culture.

Employee engagement.

We prioritize employee engagement and value employee feedback, which we gauge notably through an annual employee engagement survey which allows us to monitor both engagement and satisfaction and provides an additional reference point for evaluating initiatives to enhance our employees’ experience.

Compensation and Benefits.

We offer competitive compensation and benefit packages, which may include depending on location and eligibility, annual bonuses, paid time-off, 401(k) and Company match up to 4% (subject to the IRS annual limit), stock awards, purchase plans, health and wellness programs and other benefits.

Our long-term equity compensation is intended to align management interests with those of our stockholders and to encourage the creation of long-term value.

Additional Information

CLA, the Company’s legal predecessor, was originally a blank check company incorporated as a Cayman Islands exempted company on June 4, 2020.

CLA was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

In March, 2021, CLA reincorporated in Delaware and consummated a merger with OTI pursuant to an Agreement and Plan of Merger, dated as of December 21, 2020.

OTI was incorporated in the state of Delaware on June 30, 2015.

Our Internet address is https://ouster.com.

At our Investor Relations website, https://investors.ouster.com, we make available free of charge a variety of information for investors, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file that material with or furnish it to the SEC.

The information found on our website is not part of this or any other report we file with, or furnish to, the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business