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Item 5. Market for Registrant’s Common Equity

2022-02-28 compared with 2021-03-09 · 29 added, 149 removed, 3 unchanged (98% of the section changed)

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF

EQUITY SECURITIES.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our units, Class A ordinary shares and warrants listed on NYSE under the symbols CLA.U, CLA and CLA

WS, respectively.

of December 31, 2020, there was one holder of record of our units, one holder of record of our Class A ordinary shares and two holders of record of our warrants.

The number of holders of record does not include a substantially greater

number of street name holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions.

Our common stock and warrants are traded on the NYSE under the symbols “OUST” and “OUST-WS”, respectively.

As of February 28, 2022, there were 192 registered holders of record of our common stock.

The actual number of stockholders of our common stock is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares of common stock are held in street name by banks, brokers and other nominees.

Recent Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

On August 25, 2020, we consummated the Public Offering of 20,000,000 units.

The units sold in the Public Offering were sold at an offering

price of $10.00 per unit, generating total gross proceeds of $200,000,000.

BTIG, LLC acted as sole book-running manager of the Public Offering.

The securities in the offering were registered under the Securities Act on a registration statement on

Form S-1 (No.

Purchases of Equity Securities by the Issuer or Affiliated Purchaser

Since January 1, 2021, we have made sales of the following unregistered securities:

On March 11, 2021, we issued 1,767,060 restricted stock units to certain of our directors concurrently with the closing of the Business Combination;

On March 11, 2021, we issued 10,000,000 shares of common stock to certain qualified institutional buyers and accredited investors that agreed to purchase such shares in connection with the Business Combination for aggregate consideration of $100,000,000;

On October 22, 2021, we issued 9,987,096 shares of common stock as consideration for the acquisition of Sense, inclusive of 823,114 shares underlying assumed options and 1,573,399 shares which have been initially held back by the Company for purposes of satisfying any post-closing purchase price adjustments and indemnification claims under the merger agreement to acquire Sense.

In addition, 4,490,980 restricted stock units issued to employees of Sense immediately prior to the acquisition as retention incentives were assumed by the Company pursuant to such merger agreement.

We issued the foregoing securities in transactions not involving an underwriter and not requiring registration under Section 5 of the Securities Act of 1933, as amended, in reliance on the exemption afforded by Section 4(a)(2) thereof.

Performance Graph

The following graph and table illustrate the total return from March 12, 2021 through December 31, 2021, for (i) our common stock, (ii) the Russell 2000 Index, (iii) Luminar Technologies, Inc.

(“LAZR”), and (iv) Velodyne Lidar, Inc.

The lidar sector is emerging and we anticipate additional comparable companies, which presently have limited trading history, to be included in the performance graphs in the ensuing years.

Accordingly, the graph below benchmarks Ouster stock trading performance to other leading lidar companies.

The graph and the table assume that $100 was invested on August 21, 2020 in each of our common stock, the Russel 2000 Index, LAZR and VLDR, and that any dividends were reinvested.

The comparisons reflected in the graph and table are not intended to forecast the future performance of our stock and may not be indicative of our future performance.

Ta ble of C ontents

Dividend Policy

We have never declared or paid any cash dividends on our capital stock.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.

Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

Use of Proceeds

On August 25, 2020, CLA consummated an initial public offering of 20,000,000 units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant (the “Units”).

The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000.

BTIG acted as sole book-running manager, of the initial public offering.

The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No.

The Securities and Exchange Commission declared the registration statement effective on August 20, 2020.

Simultaneously with the consummation of the Public Offering, the Sponsor consummated the

Private Placement of an aggregate of 6,000,000 warrants at a price of $1.00 per private placement warrant, generating total proceeds of $6,000,000.

The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2)

of the Securities Act.

The private placement warrants are identical to the warrants underlying the units sold in the Public Offering,

except that the private placement warrants are not transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions.

Of the gross proceeds received from the Public Offering and the private placement warrants, $200,000,000 was placed in the Trust Account.

We paid a total of $4,000,000 in underwriting discounts and commissions and $597,631 for other costs and expenses related to the Public

In addition, the underwriters agreed to defer up to $7,000,000 in underwriting discounts and commissions.

SELECTED FINANCIAL DATA.

As a smaller reporting company, we are not required to provide the information called for by this Item.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with

our audited consolidated financial statements and the notes related thereto which are included in Item 8.

Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including

those set forth under Cautionary Note Regarding Forward-Looking Statements, Item 1A.

Risk Factors and elsewhere in this Annual Report on Form 10-K.

We are a blank check company

incorporated in the Cayman Islands on June 4, 2020 formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

effectuate our business combination using cash derived from the proceeds of our initial public offering consummated on August 25, 2020 (the Public Offering), our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a

business combination will be successful.

Agreement for Business Combination

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

(Merger Sub) and Ouster, Inc.

(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.

Results of Operations

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

Our only activities from June 4, 2020 (inception) through

December 31, 2020 were organizational activities, those necessary to prepare for the Public Offering, identifying a target for our business combination, and activities in connection with the proposed acquisition of Ouster.

We do not expect to

generate any operating revenues until after the completion of our initial business combination.

We generate non-operating income in the form of interest income on marketable securities.

We are incurring

expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a business combination.

For the period from June 4, 2020 (inception) through December 31, 2020, we had a net loss of $2,702,566, which consisted of

operating costs of $2,763,620, offset by interest earned on marketable securities held in the Trust Account of $57,914 and an unrealized gain on marketable securities held in the Trust Account of $3,140.

Liquidity and Capital Resources

August 25, 2020, we consummated the Public Offering of 20,000,000 units, at a price of $10.00 per unit, generating gross proceeds of $200,000,000.

Simultaneously with the closing of the Public Offering, we consummated the sale of 6,000,000

private placement warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $6,000,000.

Following the Public

Offering, and the sale of the private placement warrants, a total of $200,000,000 was placed in the Trust Account.

We incurred $11,597,631 in transaction costs, including $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and

$597,631 of other costs.

For the period from June 4, 2020 (inception) through December 31, 2020, cash used in operating

activities was $729,512, which consisted of our net loss of $2,702,566, interest earned on marketable securities held in the Trust Account of $57,914, an unrealized gain on marketable securities of $3,140 and changes in operating assets and

liabilities, which provided $2,034,108 of cash.

As of December 31, 2020, we had cash and marketable securities held in the Trust

Account of $200,061,054.

We may withdraw interest to pay our taxes, if any.

Through December 31, 2020, we have not withdrawn any amounts to pay for our tax obligations.

We intend to use substantially all of the funds held in the Trust Account,

including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable) to complete our business combination.

To the extent that our share capital is used, in whole or in part, as consideration to

complete a business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2020, we had cash of $697,957.

We intend to use the funds held outside the Trust Account primarily to identify and

evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents

and material agreements of prospective target businesses, structure, negotiate and complete a business combination.

In order to fund

working capital deficiencies or finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete a business combination, we would repay such loaned amounts.

In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no

proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical to the private placement

We monitor the adequacy of our working capital in order to meet the expenditures required

for operating our business prior to our initial business combination.

However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial

business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination.

Moreover, we may need to obtain additional financing either to complete our

business combination or because we become obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business

If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements

as of December 31, 2020.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose

of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities,

guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other

than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, utilities, secretarial and administrative support services, provided to the Company.

We began incurring these fees on August 21, 2020 and will continue to incur

these fees monthly until the earlier of the completion of a business combination and the Companys liquidation.

The underwriters are

entitled to a deferred fee of $0.35 per unit, or $7,000,000 in the aggregate.

A portion of such amount not to exceed 40% of the total amount of deferred underwriting commissions held in the Trust Account may be paid at the sole discretion of the

Company to parties who may or may not participate in the Public Offering (but who are members of FINRA) that assist us in consummating a business combination.

The election to make such payments to such parties will be solely at the discretion of our

management team.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

On December 4, 2020, we entered into an agreement with a service provider, pursuant to which the service provider will serve as the

placement agent for us in connection with a proposed private placement (the Proposed Transaction) of our equity or equity-linked securities (the Equity Securities).

We agreed to pay the service provider a cash fee of equal to

50% of 3.5% of the gross proceeds of the total fair market of the Equity Securities sold in the Proposed Transaction subject to a minimum fee of $1,000,000 and reimbursable expenses not to exceed $50,000 without our prior written consent.

On December 4, 2020, we entered into an agreement with a service provider, pursuant to which the service provider will serve as media

relations, due diligence, and transaction preparation in connection with a proposed business combination.

We agreed to pay the service provider a cash fee of (i) $15,000 per month until the consummation of a business combination, (ii) $200,000

payable only upon consummation of a business combination and (iii) a discretionary performance bonus in the amount of $200,000 upon the consummation of the business combination, at our sole discretion.

On December 5, 2020, we entered into an agreement with a service provider, pursuant to which the service provider will serve as the co-placement agent for us in connection with a proposed private placement (the Transaction) of our equity or equity-linked securities (the Securities).

We agreed to pay the service provider a

cash fee of $2,800,000, payable at the closing of the business combination and a cash fee equal to 50% of 3.5% of the gross proceeds of the total Securities sold in the Transaction subject to a minimum fee of $2,200,000.

Critical Accounting Policies

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the

United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and

expenses during the periods reported.

Actual results could materially differ from those estimates.

We have identified the following critical accounting policies:

Class A Ordinary Shares Subject to Redemption

We account for our Class A ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards

Codification (ASC) Topic 480 Distinguishing Liabilities from Equity. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value.

Conditionally

redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as

temporary equity.

At all other times, ordinary shares are classified as shareholders equity.

Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of

uncertain future events.

Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders equity section of our consolidated balance sheet.

Net Income (Loss) Per Ordinary Share

apply the two-class method in calculating earnings per share.

Net income per common share, basic and diluted for Class A ordinary shares subject to possible redemption is calculated by dividing the interest income earned on the Trust Account, net of

applicable taxes, if any, by the weighted average number of shares of Class A ordinary shares subject to possible redemption outstanding for the period.

Net loss per common share, basic and diluted for non-redeemable Class B ordinary shares is

calculated by dividing net income less income attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of shares of non-redeemable Class B ordinary shares outstanding for the period presented.

Recent Accounting Standards

does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated financial statements.

The proceeds from the initial public offering were used as consideration for the Merger.

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 5. Market for Registrant’s Common Equity