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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-09 · 1000 added, 1057 removed, 23 unchanged (99% of the section changed)

Controls and Procedures

Limitations on Effectiveness of Disclosure, Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that

information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SECs rules and forms.

Disclosure controls are also

designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required

Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our Certifying Officer), the effectiveness of our disclosure controls and procedures as of December 31,

2020, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officer concluded that, as of December 31, 2020, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect

the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide

absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Managements Report on Internal

Controls Over Financial Reporting

This Annual Report on Form 10-K does not include a report of

managements assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2021 due to the material weaknesses in our internal control over financial reporting described below.

Material Weaknesses and Remediation Measures Taken

We identified material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We did not design and maintain an effective control environment commensurate with our financial reporting requirements.

Specifically, we did not maintain a sufficient complement of personnel with an appropriate degree of internal controls and accounting knowledge, experience, and training commensurate with our accounting and reporting requirements.

This material weakness contributed to the following additional material weaknesses:

• We did not design and maintain effective controls over the period-end financial reporting process to achieve complete, accurate and timely financial accounting, reporting and disclosures, including segregation of duties and adequate controls related to journal entries and certain other business processes, and verifying transactions are properly classified in the financial statements.

This material weakness resulted in adjustments to several account balances and disclosures in the consolidated financial statements for the years ended December 31, 2019 and 2018, and adjustments to the equity and warrant liabilities accounts and related disclosures in the condensed consolidated financial statements for the three months ended March 31, 2021.

• We did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements.

Specifically, we did not design and maintain (i) program change management controls to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately and (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to our financial applications, programs and data to appropriate personnel.

This material weakness did not result in a material misstatement to the consolidated financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

Additionally, each of these material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

During the year ended December 31, 2021, we have taken several measures to design and implement control to improve our internal controls over financial reporting and continue to make progress towards establishing an effective Internal controls framework to remediate the foregoing material weaknesses.

Our efforts included the following:

• Recruiting additional personnel with appropriate internal controls, accounting knowledge and experience commensurate with our accounting and reporting requirements, in addition to engaging and utilizing third party consultants and specialists.

• Enhancing entity level controls (ELCs) including increasing Board and Audit Committee oversight, expanding senior management review of financial and business performance, creating an internal audit function and charter, and providing code of conduct trainings.

• Strengthening IT governance and designing IT general controls including restricted user access to our internal systems for financial reporting, change management, program development and computer operations.

• Designing additional controls for financial close and reporting including review of accounting policies, Journal entry review controls, Review of significant or non-routine transactions, period end close procedures, financial statement preparation, review, and reporting.

While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period, we are committed to continuous improvement and will continue to diligently review our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) (“ICFR”), or an attestation report of our independent registered public accounting firm, as allowed by the SEC for reverse acquisitions between an issuer and a private operating company when it is not reasonably possible to conduct an assessment of the private operating company’s ICFR in the period between the consummation date of the reverse acquisition and the date of management’s assessment of ICFR (pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations).

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules

13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting.

Other than described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Our directors and executive officers are as follows:

Chairman of the Board of Directors

Chief Executive Officer and Director

Manny De Zárraga

Sambuco has served as our Chairman since our inception.

Sambuco is the Chairman and Chief Executive Officer of Colonnade Properties LLC (Colonnade) which he founded along with Prudential Real Estate Investors in 2000.

Under his leadership, he successfully built Colonnade into a

fully-integrated and diversified real estate investment, finance, operating and asset management company.

Sambuco is also a director and President of St.

Giles Hotels, USA, Inc., a hotel investment and operating company.

Prior to forming

Colonnade, Mr.

Sambuco was a Managing Director and the Chief Financial Officer of the Taylor Simpson Group, a real estate investment and asset management firm that acquired LF Property Investment Company, the real estate division of Lazard

Frères & Co LLC, where he began his career in 1982.

Sambuco was actively involved Lazards financial advisory practice where he was responsible for advising clients about the real estate components for their mergers and

acquisitions, restructurings, and financings.

Sambuco holds a B.A.

in accounting from Rutgers University, which he graduated from in 1982.

Sambuco serves on the Board of Hazeltree Fund Services and the Palm Beach Civic Association.

He is a former Trustee of the Palm Beach Day Academy and recently served on the board of Alico, Inc., an agricultural business.

Sambuco is well qualified to sit on our board due to his comprehensive operational, capital markets and

investment management experience in the real estate sector.

His widespread network of relationships in the real estate industry will significantly enhance the companys deal sourcing efforts.

Trafelet has served as our Chief Executive Officer and a director since our inception.

President and Chief Executive Officer of Trafelet & Company, LLC, a private investment firm that invests across a broad range of asset classes and industries, including financial services, energy, technology and agriculture.

The following table provides information regarding our executive officers and members of our board of directors (ages as of the date of this Annual Report on Form 10-K):

Name Age Position

Angus Pacala 33 Director, Co-Founder and Chief Executive Officer

Mark Frichtl 33 Co-Founder and Chief Technology Officer

Anna Brunelle 54 Chief Financial Officer

Darien Spencer 58 Executive Vice President of Global Operations

Adam Dolinko 53 General Counsel and Secretary

Nathan Dickerman 45 President of Field Operations

Susan Heystee 60 Director and Chair of the Board

Jorge del Calvo 66 Director

Emmanuel Hernandez 66 Director

Sundari Mitra 58 Director

Karin Rådström 43 Director

Trafelet 51 Director

Executive Officers

Angus Pacala.

Angus Pacala co-founded Ouster in June 2015 and has been serving as our Chief Executive Officer and director since then.

Previously, Mr.

Pacala was Director of Engineering at Quanergy, Inc.

from November 2012 to February 2015.

Prior to this appointment, Mr.

Pacala was Battery Engineer at Amprius, Inc.

from June 2011 to October 2012.

Pacala holds a Bachelor of Science degree in mechanical engineering and a Master of Science degree in mechanical engineering from Stanford University.

We believe that Mr.

Pacala is qualified to serve as a member of our board of directors due to his extensive technical background and his history as Ouster’s co-founder.

Mark Frichtl.

March Frichtl co-founded Ouster in June 2015 and has been serving as our Chief Technology Officer since then.

Previously, Mr.

Frichtl was a Technologies Development Engineer at Apple, Inc.

from April 2015 to May 2015 and an Engineer at Quanergy, Inc.

from July 2013 to April 2015.

Frichtl holds a Bachelor of Science degree in engineering physics and a Master of Science degree in mechanical engineering from Stanford University.

Anna Brunelle.

Anna Brunelle has been serving as our Chief Financial Officer since August 2020.

Previously, Ms.

Brunelle was Chief Financial Officer at Kinestral Technologies, a private electrochromic technology company, from April 2018 to May 2020.

Previously, Ms.

Brunelle provided financial consulting services to companies in a variety of industries from October 2017 to April 2018.

Prior to this appointment, Ms.

Brunelle was Chief Financial Officer and Interim Chief Operating Officer at Soylent, a private nutrition company, from March 2016 to October 2017.

Brunelle was also Chief Financial Officer and Interim Chief Operating Officer at GlobalLogic from June 2014 to April 2015.

Brunelle held various leadership roles of increasing responsibility at Tivo, Inc.

from April 2005 to September 2013, including as Chief Financial Officer starting in 2008.

Brunelle began her career at Deloitte & Touche, LLP from August 1996 to March 1999.

Brunelle holds a Bachelor of Science degree in business administration with a concentration in accounting from the California Polytechnic State University.

Darien Spencer.

Darien Spencer has been serving as our Executive Vice President of Global Operations since July 2017.

Previously, Mr.

Spencer was Executive Vice President of Operations and Chief Procurement Officer at Enphase Energy, an energy technology company, from August 2013 to April 2017.

Prior to this appointment, Mr.

Spencer was General Manager of Business Units and Automation at Jabil Circuit, a product solutions company, from August 2012 to August 2013, Co-Founder and Chief Operating and Procurement Officer at Optisolar / Novasolar Corporation from January 2007 to November 2012 and Senior Vice President of Asia Operations at Maxtor Corporation, a hard disk drive manufacturer, and Seagate Technology after the latter acquired Maxtor Corporation in May 2006, from January 2005 to January 2007.

Adam Dolinko.

Adam Dolinko has been serving as our General Counsel since December 2021.

Previously, Mr.

Dolinko served as a Senior Executive and General Counsel at CSR plc, a dual listed NASDAQ and London Stock Exchange-FTSE

250 company focused on the automobile, mobile, and IoT sectors with wireless, connectivity, imaging, location, and audio semiconductor and software solutions.

Dolinko served as Executive Vice President, General Counsel & Corporate Development at SiRF Technology (NASDAQ:

SIRF), a B2B GPS and connectivity company focused on the automobile and mobile sectors.

He has served as the Executive Vice President and General Counsel of private companies, from January 2021 until December 2021 at Inxeption, at NextJuris, from February 2018 to January 2021, and Essential Products from March 2017 to February 2018.

Prior to becoming a General Counsel, he had been a Corporate and Securities Partner at the law firm of Wilson Sonsini Goodrich & Rosati, P.C.

Dolinko holds a Bachelor’s degree from UCLA and J.D.

from the USC School of Law.

Nathan Dickerman.

Nathan Dickerman has been serving as our President of Field Operations since April 2021.

Previously, Mr.

Dickerman was the Chief Commercial Officer at Planet Labs, a satellite data company, from July 2018 to April 2021.

Prior to this appointment, Mr.

Dickerman served as Vice President of Worldwide Sales at AppDirect, a software company, from June 2017 to July 2018, Senior Director of Manufacturing Software Sales for North America at Autodesk, a software company, from February 2012 to May 2017, and Vice President of Software Sales at PTC, a software company, from August 2006 to February 2012.

Dickerman holds a Bachelor of Science degree in Economics and a Masters of Business Administration with a concentration in marketing management from Santa Clara University.

Non-Employee Directors

Susan Heystee.

Susan Heystee has been serving as a member of our board of directors since September 2018 and as chair our board of directors since August 2021.

She previously served as our Interim Chief Revenue Officer from January 2021 to July 2021.

Previously, Ms.

Heystee was Senior Vice President of Global Automotive Business at Verizon Connect from January 2017 to June 2018.

Previously, Ms.

Heystee served as Executive Vice President of Global Sales and OEM Business at Telogis, which was acquired by Verizon in July 2016, from February 2010 to December 2016.

Heystee has also served as a member of the board of directors of revVana Inc., a private software-as-a-service company providing revenue realization management solutions, since April 2020 and a member of the board of directors of ChargePoint, Inc.

since May 2021.

Heystee holds Bachelors degrees in mathematics and business from the University of Waterloo and an executive M.B.A.

to Advanced Management Program Certificate from Harvard Business School.

We believe that Ms.

Heystee is qualified to serve as a member of our board of directors due to her extensive experience in the technology sector and knowledge of market driven strategies.

Jorge del Calvo.

Jorge del Calvo has served on our board of directors since the consummation of the Business Combination.

del Calvo was a partner at Pillsbury Winthrop Shaw Pittman, LLP, a global law firm, from 1990 through January 31, 2022, and previously served as a member of its Managing Board and as Chair of its Finance Committee.

He also serves on the board of a private foundation.

del Calvo has a B.A.

in History from Stanford University, an M.A.

in History from UCLA, an M.P.P.

in Public Policy from the John F.

Kennedy School of Government at Harvard University, and a J.D.

from Harvard Law School.

We believe Mr.

del Calvo is qualified to serve as a member of our board of directors due to his extensive experience representing public and private technology companies and advising their boards and committees, as well as his knowledge of business, legal and governance issues faced by public companies.

Emmanuel Hernandez.

Emmanuel Hernandez has been serving on our board of directors since the consummation of the Business Combination.

Hernandez has served as a director of Rodgers Silicon Valley Acquisition Corp.

from December 2020 to July 2021, of Enovix Corporation (including as Chair of the Audit Committee), since July 2021, of BrainChip, Inc.

(including its Audit & Governance Committee and Remuneration & Nomination Committee) since June 2017, of Aruba Networks, Inc.

since 2006, and of ON Semiconductor Corp (including its Audit Committee and Corporate Governance and Nominating Committee) since November 2002.

Previously, Mr.

Hernandez served as a director and member of the Audit Committee of SunEdison, Inc.

from May 2009 to December 2017 and as a director of EnStorage, Inc.

from June 2009 to December 2017.

Hernandez was also an operating Partner at Khosla Ventures, a venture capital firm, from May 2010 to January 2013.

Prior to joining Khosla Ventures, Mr.

Hernandez served as the Chief Financial Officer of SunPower Corporation from April 2005 to November 2008.

Prior to April 2005, Mr.

Hernandez served for more than 11 years as the Executive Vice President of Finance and Administration and Chief Financial Officer for Cypress Semiconductor, having joined that company in 1993 as its Corporate Controller.

Prior to these engagements, Mr.

Hernandez held various financial positions with National Semiconductor Corporation from 1976 through 1993.

Furthermore, Mr.

Hernandez has served as a director of The Manny & Cecile Hernandez Charitable Foundation since 2013.

Hernandez holds a Bachelor of Science degree in Commerce from the University of Nueva Caceres and an M.B.A.

from Golden Gate University.

We believe that Mr.

Hernandez is qualified to serve as a member of our board of directors due to his experience as a director and financial officer for multiple public technology companies and his over 40 years of finance and operations experience in high tech businesses.

Sundari Mitra.

Sundari Mitra has been serving as a member of our board of directors since the consummation of the Business Combination.

Mitra has served as Corporate Vice President of Intel Corporation since September 2018.

Previously, Ms.

Mitra was the Chief Executive Officer and a director at NetSpeed Systems from December 2011 to September 2018.

Prior to this appointment, Ms.

Mitra was Executive Vice President of Engineering at Mosys, Inc.

from June 2009 to August 2011.

Before Mosys, Ms.

Mitra founded and served as Chief Executive Officer of Prism Circuits from its inception in February 2006 until Mosys, Inc.’s acquisition of Prism Circuits in June 2009.

Prior to founding Prism Circuits, Ms.

Mitra served as a Director of Engineering at Sun Microsystems, Inc.

from June 2002 to August 2004.

Mitra holds a Master of Science degree in Electrical Engineering from the University of Illinois and a Bachelor of Science degree in Electrical Engineering from Baroda University in India.

We believe that Ms.

Mitra is qualified to serve as a member of our board of directors due to her experience in the technology background and technical background in engineering.

Karin Rådström.

Karin Rådström has been serving as a member of our board of directors since October 2021.

Rådström has served as Chief Executive Officer of Mercedes-Benz Trucks and a member of the Board of Management of Daimler Truck AG, Germany, both truck manufacturers since February 2021 and as a member of the Supervisory Board of Piab AB, Sweden, a manufacturer of vacuum pumps, since June 2019.

From March 2019 to January 2021, Ms.

Rådström served as Head of Sales and Marketing and as a member of the Executive Board of Scania CV AB (“Scania”), a commercial vehicle manufacturer.

She previously served as Senior Vice President, Head of Buses and Coaches of Scania from November 2016 to February 2019 and as Director of Pre-Sales and Marketing Communication of Scania East Africa Ltd.

from October 2014 to December 2015.

Rådström brings significant sales and marketing experience at large commercial vehicle manufacturers to the Company’s Board and her broad knowledge on technological transformation in the automotive industry is expected to be beneficial to Ouster’s Board.

Trafelet has been serving as a member of our board of directors since the consummation of the Business Combination after serving as the Chief Executive Officer and a director of CLA since its inception.

Trafelet is President and Chief Executive Officer of Trafelet & Company, LLC, a private investment firm that invests across a broad range of asset classes and industries, including financial services, energy, technology and agriculture.

Trafelet began his career in 1992 as an analyst at Fidelity Management and Research Company where he became a portfolio manager at age 25.

Trafelet formed Trafelet Delta Funds, which managed several long/short equity

Trafelet formed Trafelet Delta Funds, which managed several long/short equity portfolios.

The firm grew to over $5.5 billion in assets under management with offices in New York and London.

Trafelet spun off the firms London operations to Habrok Capital Management, a global long/short equity hedge

Trafelet spun off the firm’s London operations to Habrok Capital Management, a global long/short equity hedge fund.

Trafelet is the Founder and Chairman of Hazeltree Fund Services, a FinTech company providing treasury solutions to more than 200 financial institutions with over $2.0 trillion of assets under advisory.

From 2016 to 2019,

From 2016 to 2019, Mr.

Trafelet served as President and Chief Executive Officer of Alico Inc.

ALCO), an agribusiness holding company.

During his tenure, he implemented a corporate restructuring and operating efficiency program, which improved the

companys return on capital employed.

During his tenure, Mr.

Trafelet implemented a corporate restructuring and operating efficiency program, which improved the company’s return on capital employed.

Trafelet is a Trustee and Chairman of the Investment Committee for the Boys’ Club of New York and also serves as a member of the board for the Children’s Scholarship Fund.

He is a former

Trustee and Chairman of the Investment Committee of Phillips Exeter Academy.

He is a former Trustee and Chairman of the Investment Committee of Phillips Exeter Academy.

Trafelet is also a former Trustee for The Eaglebrook School, and a board member of the Atlantic Salmon Federation.

Trafelet graduated from Phillips Exeter

Academy and earned an A.B.

Trafelet graduated from Phillips Exeter Academy and earned an A.B.

from Dartmouth College, where he graduated with honors and was named a Presidential Scholar.

Trafelet is a Chartered Financial Analyst.

Trafelet is well qualified to sit on our board due to his extensive

and successful capital markets, investment and valuation experience specifically in the energy sector.

His familiarity of running a publicly traded agricultural company and his operational knowledge will provide the company with highly valuable

experiences and perspectives as it seeks to identify an attractive business target.

Flores has served on our

board of directors since the completion of our initial public offering.

Flores has served as Chairman, Chief Executive Officer, and President of Sable Permian Resources since May of 2017.

Sable engages in the acquisition, consolidation and

optimization of oil and gas upstream opportunities in the Permian Basin in West Texas.

Since 1982, Mr.

Flores has had an extensive career in the oil and gas industry in the roles of Chairman, Chief Executive Officer, and President of one

private and four public oil & gas exploration and production companies listed on the New York Stock Exchange.

Initially, in 1994, he led Flores & Rucks, Inc.

(the NYSE:FNR) and then Ocean Energy Inc.

(the NYSE:OEI) in 1997.

2001, he became the Chairman and CEO of Plains Resources Inc.

(the NYSE:PLX) where under his leadership the exploration and production assets of PLX were spun off into Plains Exploration & Production Company (the NYSE:PXP).

served in the capacity of PXPs Chairman, CEO, and President where, after 10-plus years of substantial growth, PXP was acquired by Freeport-McMoRan Copper & Gold Inc.

(the NYSE:FCX) in

May of 2013 where Mr.

Flores served as Vice Chairman of FCX until November 2015.

Prior to Sable Permian Resources, Mr.

Flores served as Chairman and CEO of Freeport-McMoRan Oil & Gas, a wholly owned subsidiary of Freeport-McMoRan

Inc., the worlds largest publicly traded copper producer.

Flores graduated from Louisiana State University with B.S.

degrees in corporate finance and petroleum land management.

He is a member of the National Petroleum Council, serves

as Trustee for the Baylor College of Medicine and is a Director for the Waterfowl Research Foundation.

He was inducted into the All-American Wildcatters in 1999 and is a member of the World

Presidents Organization.

He was recognized as the Executive of the Year in 2004 in Oil and Gas Investor magazine.

In addition, Mr.

Flores and his wife, Cherie, have endowed the LSU Flores MBA program.

The Flores are dedicated supporters

to many philanthropic causes and organizations focusing on Medical, Arts, Academic, Service and Conservation efforts ranging locally from the United Way to national support of the Nature Conservancy and Ducks Unlimited.

Flores is well

qualified to serve on our board due to his extensive investment, operational, and board experience in the oil and gas industry.

has served on our board of directors since the

completion of our initial public offering.

Emil is the Founder, Chief Executive Officer and a Managing Director at Tiger Infrastructure Partners.

Emil previously served as Global Head of Lehman Brothers infrastructure private equity business.

From 1990 to 2005, he was a Partner and Managing Director with Gleacher Partners, where he served as Chairman of Asset Management and led the firms investment activities.

In 2005, Emil was appointed by the President and confirmed by the United

States Senate, unanimously, as Assistant Secretary of the Treasury.

In this role, he served as attaché

to the Presidents Working Group on Financial Markets, oversaw the Office of Critical Infrastructure Protection, led the

Treasurys efforts to establish emergency response protocols in the event of a financial crisis and was key advisor to two Treasury secretaries.

Emil outlined publicly and prior to the financial crisis how a systemic crisis might unfold driven

by Fannie Maes and Freddie Macs concentrated holdings of sub-prime mortgages.

Emil was awarded the Alexander Hamilton Award, the highest honor the Treasury can bestow upon a public

Earlier in his career, he was a member of Morgan Stanleys private equity group.

Emil currently serves on the boards of Easterly Government Properties, StoneCastle Financial, and numerous boards of Tiger Infrastructure portfolio

Emil has represented the U.S.

Treasury on the boards of the Securities Investor Protection Corporation (SIPC), and the National Gallery of Art and is a member of the Council on Foreign Relations.

He is a frequent public speaker and author

on matters of public policy.

He holds an MBA from Harvard Business School and a B.A.

in Economics, cum laude, from Yale University.

Henry is well qualified to serve on our board due to his extensive capital markets, investment and board

Manny De Zárraga has served on our board of directors since the completion of our initial public

Manny is an executive managing director and member of JLL Capital Markets, Americas Executive Committee.

He joined JLL as part of the HFF acquisition and serves as co-head of the

firms National Investment Advisory Group.

Manny has more than 28 years of experience in real estate investment banking and specializes in the execution and expansion of the firms capital markets platform through the representation of

institutional and major global family offices owners of institutional-grade commercial real estate properties.

He also oversees the firms Special Assets Group and is an active member of the Global Capital Team, with a special focus on the

Latin American markets.

Prior to joining HFF in 2002, Manny was a principal and managing director at Sonnenblick-Goldman Company for 14 years and served on the firms operating committee.

During his time there, he was involved in real estate

capital transactions made up of all major property types.

He also serves since 1994 as the U.S.

investment advisor to Grupo Multiplan and previously served as the privatization advisor to the government of Puerto Rico for the sale of

government-owned hotels.

Prior to Sonnenblick-Goldman, Manny was vice president of the Trade Finance Corporation, where he worked in the development of a mortgage- based securitization program in conjunction with Salomon Brothers.

Zárraga is well qualified to serve on our board due to his extensive advisory and capital markets experience in the real estate industry.

Number, Terms of Office and Appointment of Directors and Officers

Our board of directors consists of five members and is divided into three classes with only one class of directors being elected in each year,

and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term.

In accordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until

one year after our first fiscal year end following our listing on NYSE.

The term of office of the first class of directors, consisting of Mr.

Henry, will expire at our first annual meeting of shareholders.

The term of office of the second class

of directors, consisting of Messrs.

Flores and De Zárraga, will expire at the second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Messrs.

Sambuco and Trafelet, will expire at the third

annual meeting of shareholders.

Our officers are appointed by the board of directors and serve at the discretion of the board of

directors, rather than for specific terms of office.

Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

Director Independence

The rules of the NYSE require that a majority of our board of directors be independent within one year of our Public Offering.

independent director is defined generally as a person who, in the opinion of the Companys board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an

organization that has a relationship with the Company).

Our board of directors has determined that each of Messrs.

Flores, Henry and De Zárraga is an independent director as defined in the NYSE listing standards and applicable SEC

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Board Committees

We believe Mr.

Trafelet is well qualified to sit on our board due to his extensive and successful capital markets, investment and valuation experience.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Governance Documents

We believe that good corporate governance is important to ensure that Ouster is managed for the long-term benefit of our stockholders.

Our Nominating and Corporate Governance Committee will periodically review and reassess our Governance Guidelines, other governance documents and overall governance structure.

Complete copies of our current committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are available on our website under the “Governance” section at https://investors.ouster.com/, or by writing to our Secretary at our offices at 350 Treat Avenue, San Francisco, CA 94110.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors, our principal accounting officer and persons who beneficially own more than 10% of our common stock to file with the SEC reports of their ownership and changes in their ownership of our common stock.

To our knowledge, based solely on review of the copies of such reports and amendments to such reports with respect to the year ended December 31, 2021 filed with the SEC and on written representations by our directors and executive officers, all required Section 16 reports under the Exchange Act for our directors, executive officers, principal accounting officer and beneficial owners of greater than 10% of our common stock were filed on a timely basis during the year ended December 31, 2021 other than two Form 4s reporting seven late transactions for Susan Heystee, one Form 4 reporting four late transactions for Jorge del Calvo, one Form 4 reporting four late transactions for Emmanuel Hernandez, one Form 4 reporting one late transaction for Karin Rådström, one Form 4 reporting four late transactions for Sundari Mitra, one Form 4 reporting four late transactions for Remy Trafelet, and one Form 4 reporting one late transaction for Nathan Dickerman which were inadvertently late due to administrative error.

Corporate Governance

Board Composition

The current authorized number of directors is seven.

Our Certificate of Incorporation and Bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors.

Our board of directors is divided into three classes of directors, with staggered terms of three years each and holding office until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

The term of one class expires at each annual meeting of the stockholders;

thus, directors typically stand for election after three years, unless they are filling an unexpired term.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Audit Committee

directors has established an audit committee of the board of directors.

Flores, Henry and De Zárraga serve as the members of the audit committee, and Mr.

De Zárraga chairs the audit committee.

All members of our audit

committee are independent of and unaffiliated with our Sponsor and our underwriters.

Each member of the audit committee is financially

literate and our board of directors has determined that Mr.

De Zárraga qualifies as an audit committee financial expert as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with

legal and regulatory requirements, (3) our independent registered public accounting firms qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm;

appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

pre-approving all audit and

non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing

pre-approval policies and procedures;

reviewing and discussing with the independent registered public accounting firm all relationships the firm has with us in order to evaluate their continued independence;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditors internal quality-control procedures and (2) any material issues raised by the most recent

internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and

any steps taken to deal with such issues;

meeting to review and discuss our annual audited financial statements and quarterly financial statements with

management and the independent auditor, including reviewing our specific disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations;

reviewing and approving any related party transaction

required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent registered public accounting firm, and our legal advisors, as

appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or

accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Nominating and Corporate Governance Committee

We have a nominating and corporate governance committee comprised of Messrs.

Flores, Henry and De Zárraga.

Henry serves as

chair of the nominating and corporate governance committee.

All members of our nominating and corporate governance committee are independent of and unaffiliated with our Sponsor and our underwriters.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and

corporate governance committee, including:

identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria

approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors;

developing and recommending to the board of directors and overseeing implementation of our corporate governance

coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual

directors and management in the governance of the Company;

reviewing on a regular basis our overall corporate governance and recommending improvements as and when

The charter provides that the nominating and corporate governance committee may, in its sole discretion,

retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firms fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and

the ability to represent the best interests of our shareholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Our audit committee consists of Emmanuel Hernandez, Susan Heystee and Remy W.

Trafelet, with Emmanuel Hernandez serving as the chair of the committee.

Our board of directors has determined that each of these individuals meets the independence requirements of the Sarbanes-Oxley Act, Rule 10A-3 under the Exchange Act and the applicable listing standards of the NYSE.

Each member of our audit committee meets the requirements for financial literacy under the applicable NYSE rules.

In arriving at this determination, the board has examined each audit committee member’s scope of experience and the nature of their prior or current employment.

Our board of directors has determined that Emmanuel Hernandez qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the NYSE rules.

In making this determination, our board of directors considered Emmanuel Hernandez’s formal education and previous and current experience in financial and accounting roles.

Both our independent registered public accounting firm and management periodically meet privately with our audit committee.

The audit committee’s responsibilities include, among other things:

• appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

• discussing with our independent registered public accounting firm their independence from management;

• reviewing with our independent registered public accounting firm the scope and results of their audit;

• pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

• overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

• reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;

• establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

Compensation Committee

of directors has established a compensation committee of the board of directors.

Flores, Henry and De Zárraga serve as the members of the compensation committee, and Mr.

Flores chairs the compensation committee.

All members of

our compensation committee are independent of and unaffiliated with our Sponsor and our underwriters.

We have adopted a compensation

committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive

officers compensation, evaluating our chief executive officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officers based on such evaluation;

reviewing and making recommendations to our board of directors with respect to the compensation, and any

incentive compensation and equity based plans that are subject to board approval of all of our other officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements

for our officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment of customary fees we may elect to make to

members of our board of directors for director service and payment to an affiliate of our Sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support and reimbursement of expenses, no

compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to

effectuate the consummation of an initial business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any

compensation arrangements to be entered into in connection with such initial business combination.

The charter provides that the

compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of

any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors

required by NYSE and the SEC.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees.

We have filed a copy of our Code of

Business Conduct and Ethics as an exhibit to our registration statement in connection with the Public Offering.

You are able to review this document by accessing our public filings at the SECs web site at www.sec.gov.

In addition, a copy of

the Code of Business Conduct and Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us in writing at 1400 Centrepark Blvd, Ste 810, West Palm Beach, FL 33401 or by telephone at (561)

If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any

waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar

functions requiring disclosure under applicable SEC or NYSE rules, we will disclose the nature of such amendment or waiver on our website.

Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Companys executive officers, directors, and

persons who beneficially own more than ten percent of a registered class of the Companys equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Companys common stock.

officers, directors, and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.

Based solely on a review of the copies of such forms that were received by the Company, except for a Form 4 filed on October 26, 2020 for

the Sponsor and Mr.

Sambuco to report one transaction, the Company is not aware of any failures to file reports or report transactions in a timely manner during the year ended December 31, 2020.

Our compensation committee consists of Susan Heystee, Jorge del Calvo and Emmanuel Hernandez, with Susan Heystee serving as the chair of the committee.

Susan Heystee, Jorge del Calvo and Emmanuel Hernandez are non-employee

directors, as defined in Rule 16b-3 promulgated under the Exchange Act.

Our board of directors has determined that Susan Heystee, Jorge del Calvo and Emmanuel Hernandez are “independent” as defined under the applicable NYSE listing standards, including the standards specific to members of a compensation committee.

The compensation committee’s responsibilities include, among other things:

• reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of these goals and objectives and setting or making recommendations to our board of directors regarding the compensation of our Chief Executive Officer;

• reviewing and setting or making recommendations to our board of directors regarding the compensation of our other executive officers;

• making recommendations to our board of directors regarding the compensation of our directors;

• reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans and arrangements;

• appointing and overseeing any compensation consultants.

We believe that the composition and functioning of our compensation committee meets the requirements for independence under the current NYSE listing standards.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Jorge del Calvo, Sundari Mitra and Karin Rådström, with Jorge del Calvo serving as the chair of the committee.

Our board of directors has determined that each of these individuals is “independent” as defined under the applicable listing standards of the NYSE and SEC rules and regulations.

The nominating and corporate governance committee’s responsibilities include, among other things:

• identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

• recommending to our board of directors the nominees for election to our board of directors at annual meetings of our stockholders;

• overseeing an evaluation of our board of directors and its committees;

• developing and recommending to our board of directors a set of corporate governance guidelines.

• We believe that the composition and functioning of our nominating and corporate governance committee meets the requirements for independence under the current NYSE listing standards.

Our board of directors may from time to time establish other committees.

Code of Ethics

We have a code of ethics that applies to all of our executive officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

The code of ethics are available on our website, www.ouster.com.

We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website rather than by filing a Current Report on Form 8-K.

We granted no waivers under our code of ethics in 2021.

The information contained on our website is not incorporated by reference into this Annual Report on Form 10‑K.

Role of the Board in Risk Oversight

Our board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks.

Our board of directors is responsible for general oversight of risks and regular review of information regarding our risks.

The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements.

The Audit Committee is responsible for overseeing the management of financial and cybersecurity risks.

The Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with the independence of our board of directors and other corporate governance matters.

Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed through discussions from committee members about such risks.

Our board of directors believes its administration of its risk oversight function has not negatively affected our board of directors’ leadership structure.

Executive Compensation

None of our officers or directors have received any cash compensation for services rendered to us.

We will pay our Sponsor $10,000 per month

for office space, utilities, secretarial and administrative support services provided to members of our management team.

In addition, our Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business

combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made from funds held

outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

these payments and reimbursements, no compensation of any kind, including finders and consulting fees, will be paid by the Company to our Sponsor, officers and directors, or any of their respective affiliates, prior to completion of our

initial business combination.

After the completion of our initial business combination, directors or members of our management team who

remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our

shareholders in connection with a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such

compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers

will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of

our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such

employment or consulting arrangements to retain their positions with us may influence our managements motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the

consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon

termination of employment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

SHAREHOLDER MATTERS.

We have no compensation plans under which equity securities are authorized for issuance.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of January 15, 2021, by:

each person known by us to be a beneficial owner of more than 5% of our outstanding ordinary shares of, on an as-converted basis;

each of our officers and directors;

all of our officers and directors as a group.

The following table is based on 25,000,000 ordinary shares outstanding as of March 9, 2021, of which 20,000,000 were Class A shares

and 5,000,000 were Class B shares.

Unless otherwise indicated, it is believed that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

Name and Address of Beneficial Owner (1)

Percentage of

Colonnade Sponsor LLC (3)

Manny De Zárraga (3)

Unless otherwise noted, the business address of each of our shareholders listed is 1400 Centrepark Blvd, Ste

810, West Palm Beach, FL 33401.

Interests shown consist solely of Founder Shares, classified as Class B ordinary shares.

Such shares will

automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one

basis, subject to adjustment.

Colonnade Sponsor LLC is the record holder of such shares.

Sambuco is the manager, and the members of

the Companys management team are among the members, of Colonnade Sponsor LLC.

Sambuco and Trafelet are among the members who share voting and investment discretion with respect to the shares held of record by Colonnade Sponsor LLC.

Each of the foregoing individuals disclaims any beneficial ownership of the securities held by Colonnade Sponsor LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

COMPENSATION DISCUSSION AND ANALYSIS

In this Compensation Discussion and Analysis (“CD&A”) set forth below, we provide an overview and analysis of the compensation awarded to or earned by our named executive officers identified in the Summary Compensation Table below during fiscal 2021, including the elements of our compensation program for named executive officers, material compensation decisions made under that program for fiscal 2021 and the material factors considered in making those decisions.

Our named executive officers for the year ended December 31, 2021, which consist of our principal executive officer, our principal financial officer and our three most other highly compensated executive officers for fiscal year 2021 (collectively, the “named executive officers”) are:

• Angus Pacala, who serves as Chief Executive Officer and is our principal executive officer;

• Anna Brunelle, who serves as Chief Financial Officer and is our principal financial officer;

• Darien Spencer, who serves as Executive Vice President of Global Operations;

• Nathan Dickerman, who serves as President of Field Operations;

• Adam Dolinko, who serves as General Counsel.

This section also describes the actions and decisions of the compensation committee of our board of directors as it relates to fiscal 2021 compensation decisions that were made on and following March 11, 2021, the date the business combination among Ouster, Inc.

(“Old Ouster”), Colonnade Acquisition Corp.

and Beam Merger Sub Inc.

(the “Business Combination”) was completed.

This section also describes the actions and decisions of the board of directors of Old Ouster as it relates to fiscal 2021 compensation decisions that were made prior to March 11, 2021.

Details of our Compensation Program

Compensation Philosophy, Objectives and Rewards

Our executive compensation program has been designed to attract, motivate and retain results-oriented talent deemed essential to ensure our success.

The program seeks to align executive compensation with our short-and long-term objectives, business strategy and financial performance.

Our compensation objectives are designed to support these goals by:

• Tying realized compensation with the success of Ouster

• Rewarding individual contribution

• Providing future oriented incentives

• Striking an appropriate balance between internal equity and external competitiveness

Our compensation committee works with Pay Governance, the compensation committee’s compensation consultant, to formalize our compensation philosophy and implement compensation arrangements that reflect that philosophy.

Determination of Compensation

During fiscal 2021, Old Ouster’s board of directors made compensation decisions with respect to our named executive officers prior to March 11, 2021 and our compensation committee made compensation decisions with respect to our named executive officers on and after March 11, 2021.

In each case the board of directors and compensation committee took into account recommendations from Pay Governance, its compensation consultant, and, other than with respect to his own compensation, our chief executive officer.

Role of Compensation Consultant in Determining Executive Compensation

When making compensation decisions in fiscal 2021, Old Ouster’s board of directors and our compensation committee considered advice and data provided by Pay Governance and reviewed compensation data from the public filings for the following companies:

Chargepoint Holdings Inc.

Luminar Technologies, Inc.

SiTime Corporation Romeo Power, Inc.

Aeva Technologies, Inc.

Velodyne Lidar, Inc.

PDF Solutions, Inc.

FuelCell Energy, Inc.

Veritone, Inc.

ShotSpotter, Inc.

QuantumScape Corporation

Kopin Corporation Virgin Galactic Holdings, Inc.

908 Devices Inc.

Atomera Incorporated

XL Fleet Corp.

Our compensation committee reviewed our named executive officer compensation against this peer group to ensure that our named executive officer compensation is competitive and sufficient to recruit and retain our named executive officers.

While the compensation committee considered this data in evaluating named executive officer compensation, we did not seek to benchmark our named executive officer compensation to any particular level.

Our compensation committee expects to periodically review and update this peer group and to utilize Pay Governance for benchmarking and peer group analysis in determining and developing compensation packages for our named executive officers.

Role of Executive Officers in Determining Executive Compensation

Our chief executive officer and chief technology officer, each of whom is our co-founder, made recommendations to the Old Ouster board of directors and to our compensation committee to assist in determining fiscal 2021 compensation levels, other than with respect to his own compensation.

While the Old Ouster board of directors and our compensation committee utilized this information, the ultimate decisions regarding fiscal 2021 executive compensation were made by the Old Ouster board of directors and our compensation committee as applicable.

Elements of Our Executive Compensation Program

For fiscal 2021, our executive compensation program consisted of the following elements, each established as part of our program in order to achieve the compensation objective specified below:

Compensation Element Compensation Objectives Designed to be Achieved and Key Features

Base Salary Base salary attracts and retains talented executives, recognizes individual roles and responsibilities and provides stable income

Cash-Based Incentive Compensation Directly ties pay to key financial metric, which we believe will lead to sustained value for all stakeholders over the long term.

Equity-Based Compensation Equity-based compensation, provided in the form of stock options and restricted stock units, reinforces the importance of a long-term, ownership orientation, creates alignment with our stockholders, and promotes retention.

Equity-based compensation is the most significant portion of compensation for our executives.

Severance and Other Benefits Potentially Payable upon Termination of Employment or Change in Control Provides our executives security to focus on executing our strategies.

Retirement, Health and Welfare Benefits Rounds out a competitive compensation package and aids in retaining our executives.

We do not currently have, and we do not expect to have, formal policies relating to the allocation of total compensation among the various elements of our compensation program.

Base Salaries

The base salaries of our named executive officers are an important part of their total compensation package, and are intended to reflect their respective positions, duties and responsibilities.

Base salary is a visible and stable fixed component of our compensation program.

Base salaries for our named executive officers were initially established through arms-length negotiation at the time an executive was hired.

Our compensation committee reviews the annual base salaries of each of our named executive officers periodically, referring to the 50 th percentile of similar positions at our peer group of companies

or, if no similar positions are included in our peer group of companies, general market surveys when adjusting annual base salaries.

The following table sets forth the base salaries of our named executive officers for fiscal 2021:

Named Executive Officer Fiscal 2021 Base Salary

Angus Pacala............................................................$180,000

Anna Brunelle...........................................................$325,000

Darien Spencer..........................................................$310,000

Nathan Dickerman....................................................$325,000

Adam Dolinko..........................................................$325,000

Cash-Based Incentive Compensation

We consider annual cash incentive bonuses to be an important component of our total compensation program and provides incentives necessary to retain and motivate named executive officers other than our chief executive officer, for whom historically we have relied on equity compensation, and our president of field operations, who participates in a sales incentive compensation plan.

Other than our chief executive officer and president of field operations, each named executive officer is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the named executive officer’s base salary.

Our president of field operations participates in a sales incentive plan that provides him the opportunity to earn up to 100% of his annual base salary.

In fiscal 2021, our named executive officers participated in our annual cash incentive bonus program at the following target percentages of base salary:

Named Executive Officer Target Percentage

Anna Brunelle...........................................................31.00%

Darien Spencer..........................................................30.00%

Nathan Dickerman..................................................100.00%

Dolinko commenced employment with us in December 2021 and his target annual bonus opportunity was established at 30% of his base salary commencing in 2022.

Dolinko did not participate in our annual cash incentive bonus program for 2021.

For 2022, we have adopted a similar annual performance-based cash bonus program for Ms.

Brunelle and Messrs.

Spencer and Dolinko and a similar sales incentive compensation plan for Mr.

For 2021, our annual cash incentive bonus program provided Ms.

Brunelle and Mr.

Spencer an opportunity to earn their full target bonus opportunity based on the achievement of annual gross revenue of $34 million.

The formula for determining the amount of an executive’s target bonus opportunity earned was as follows:

(actual revenue - $26 million) / $8 million

No bonus would be payable to our named executive officers in the event actual revenue was less than $26 million, and bonuses were capped at 100% of each named executive officer’s target bonus opportunity.

In early 2022, our compensation committee determined that our actual revenue for 2021 was $33.48 million, or 93.5% of target, and Ms.

Brunelle and Mr.

Spencer earned $94,194 and $86,949, respectively, for their 2021 performance-based cash bonuses.

Dickerman participated in a sales incentive compensation plan that was targeted at 100% of his annual base salary, and included a guaranteed minimum amount of $81,250 for fiscal quarter 2, the quarter Mr.

Dickerman commenced employment with us.

Dickerman’s sales incentive opportunity was 40% based on the achievement of quarterly bookings quotas and 60% based on the achievement of quarterly revenue quotas.

In addition, Mr.

Dickerman had the opportunity to earn up to an additional $150,000 based on the achievement of strategic objectives.

The quarterly revenue quotas for fiscal quarters 2, 3 and 4 were $7.8 million, $9.2 million and $10.5 million, respectively.

The bookings goals and strategic objectives are intended to be difficult to achieve and require above what we believe to be average performance to meet the goal or objective at target.

However, because each of the bookings goals and strategic objectives is related to our business strategy and is highly confidential, we do not publicly disclose them, as we believe their disclosure would provide our competitors, customers and other third-parties with significant insights regarding our confidential business strategies that could cause us substantial harm.

In early 2022, our compensation committee determined the following achievement under Mr.

Dickerman’s sales incentive compensation plan:

Fiscal 2021 Total

Bookings Goal 93% $57,103

Revenue Goal 99% $91,665

Guaranteed Minimum — $81,250

Strategic Objectives $25,697

For 2022, we have adopted a similar annual performance-based cash bonus program for Ms.

Brunelle and Messrs.

Spencer and Dolinko and a similar sales incentive compensation plan for Mr.

In late 2020, Old Ouster’s board of directors approved a special one-time merit bonus opportunity for Ms.

Brunelle and Mr.

Spencer that paid them $150,000 and $75,000, respectively, in the event of the completion of an equity financing, or series of equity financings, providing net proceeds to Old Ouster of at least $50 million or the closing of a change in control, in each case, prior to June 30, 2021.

Brunelle and Mr.

Spencer earned the merit bonus upon the closing of our Business Combination.

In addition to our formal cash incentive programs, our compensation committee may approve discretionary bonuses to be paid to our named executive officers from time to time, when it determines it to be appropriate to reward performance or incentivize future results.

Equity-Based Compensation

We view equity-based compensation as a critical component of our balanced total compensation program.

Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns interest of executives with those of our shareholders.

We do not currently have any formal policy for determining the number of equity-based awards to grant to named executive officers, though our compensation committee does reference the 50 th and 75 th percentiles of our peer group of companies when approving annual equity awards.

During 2021, we did not make an equity grant to Mr.

Pacala in light of significant options that were granted to him in 2020.

In connection with the consummation of our Business Combination, our compensation committee accelerated the vesting of 50% and 25%, respectively, of the shares of restricted stock held by Ms.

Brunelle and Mr.

Spencer in light of their significant efforts towards the completion of the Business Combination.

Also, in light of their efforts towards our Business Combination, our compensation committee awarded Ms.

Brunelle and Mr.

Spencer 136,480 and 109,679 restricted stock units, respectively.

Each award vests as to 25% of the number of restricted stock units on March 15, 2022 and as to 1/16th of the number of restricted stock units on each quarterly anniversary thereafter, subject to continued service to us.

In connection with Mr.

Dickerman’s commencement of employment with us, in May 2021, our compensation committee granted Mr.

Dickerman an option to purchase 645,797 shares of our common stock and 645,797 restricted stock units.

The option vests as to 25% of the shares underlying the option on the first anniversary of his commencement of employment with us, April 12, 2021, and as to 1/48 th of the shares underlying the option on each monthly anniversary thereafter, subject to continued service to us through the vesting date.

The restricted stock unit award vests as to 25% of the restricted stock units on the first anniversary of June 11, 2021 and as to 1/16 th of the restricted stock units on each quarterly anniversary thereafter, subject to continued service to us through the vesting date.

The size of Mr.

Dickerman’s equity award was determined by the compensation committee in consultation with Pay Governance and Mr.

Pacala and as the result of arms-length negotiations with Mr.

In connection with Mr.

Dolinko’s commencement of employment with us, in December 2021, our compensation committee granted Mr.

Dolinko 608,696 restricted stock units.

The restricted stock unit award vests as to 25% of the restricted stock units on the first anniversary of December 11, 2021 and as to 1/16 th of the restricted stock units on each quarterly anniversary thereafter, subject to continued service to us through the vesting date.

The size of Mr.

Dolinko’s equity award was determined by the compensation committee in consultation with Pay Governance and Mr.

Pacala, and as the result of arms-length negotiations with Mr.

Retirement Savings and Health and Welfare Benefits

We maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements.

Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees.

We match 4% of a participant’s annual eligible contribution to the 401(k) plan, up to the IRS limit.

We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans.

These health and welfare plans include medical, dental and vision benefits;

short-term and long-term disability insurance;

and supplemental life and AD&D insurance.

Perquisites and Other Personal Benefits

We determine perquisites on a case-by-case basis and will provide a perquisite to a named executive officer when we believe it is necessary to attract or retain the named executive officer.

Ouster did not provide any perquisites or personal benefits to our named executive officers not otherwise made available to other employees in 2021, except that we forgave the 50% of the principal and interest due on promissory notes held by Ms.

Brunelle and Mr.

Employment and Severance Arrangements

Old Ouster previously entered into an employment offer letter agreements with Messrs.

Pacala and Spencer, and Ms.

We entered into employment agreements with Messrs.

Dickerman and Dolinko in connection with their commencement of employment with us.

These agreements set forth the terms and conditions of employment of each named executive officer, including initial base salary, target bonus opportunity (if any), and initial equity grants and employee benefits eligibility.

The offer letters entered into with Messrs.

Pacala and Spencer do not provide for severance or other payments in connection with a termination of employment or change in control of the Company.

Brunelle’s offer letter provides that in the event her employment with us is terminated by us without cause or she resigns for good reason prior to a change of control (each as defined in her offer letter), subject to the execution a general release of claims, Ms.

Brunelle is entitled to a severance payment equal to the sum of:

(i) six months of her then current annual base salary and (ii) any earned and accrued bonus (or any portion thereof), payable in a lump sum.

In addition, in the event Ms.

Brunelle remains continuously employed by us through the closing of a change in control, the vesting and exercisability of her unvested option shall accelerate in respect of 50% of the unvested shares subject to the option.

In the event her employment with the Company is terminated by us without cause or she resigns for good reason (each, as defined below), in each case within the ninety-day period immediately before or twelve-month period immediately following the closing of a change in control, subject to the execution of a general release of claims, then the vesting and exercisability of her options granted in May 2020 shall accelerate in respect of 100% of the unvested shares subject to the option.

In the event Ms.

Brunelle’s employment with us is terminated by us without cause or she resigns for good reason in each case within the twelve month period immediately following the closing of a change of control, subject to the execution of a general release of claims, Ms.

Brunelle is entitled to a severance payment equal to the sum of:

(i) twelve months of her then current annual base salary;

(ii) any earned and accrued bonus;

and (iii) an amount equal to twelve months of health insurance premiums, payable in a lump sum.

Dickerman’s employment agreement, in the event we terminate his employment with us without cause or he resigns for good reason more than 90 days prior to a change in control, then, subject to the execution of a general release of claims, Mr.

Dickerman is entitled to receive a severance payment equal to six months’ base salary and COBRA reimbursement for six months.

In the event we terminate his employment with us without cause or he resigns for good reason within the period beginning 90 days prior to a change in control and ending on the first anniversary of the change in control, then, subject to the execution of a general release of claims and in lieu of the foregoing severance benefits, Mr.

Dickerman is entitled to receive 12 months base salary, 12 months COBRA reimbursement and full vesting acceleration of his outstanding equity awards.

Dolinko’s employment agreement, in the event we terminate his employment with us without cause or he resigns for good reason within the period beginning 90 days prior to a change in control and anytime after a change in control, then, subject to the execution of a general release of claims, Mr.

Dolinko is entitled to the full vesting acceleration of his outstanding equity awards.

Tax Considerations

As a general matter, our compensation committee reviews and considers the various tax and accounting implications of compensation programs we utilize.

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

2021 Summary Compensation Table

The following table contains information about the compensation earned by each of our named executive officers during our most recently completed fiscal year ended December 31, 2021.

Name and Principal

Year Salary ($) Bonus ($) Stock Awards($)(1) Option Awards ($)(1) Non-Equity Incentive Plan Compensation ($)(2) All Other

Compensation ($)(3)

2021 120,125 — — — — 4,904 125,029

Chief Executive Officer

2020 70,333 — — 12,840,820 — 2,735 12,913,888

2019 120,000 — — — — 4,800 124,800

Anna Brunelle

2021 323,202 — 1,637,760 — 244,194 159,909 2,365,065

Chief Financial Officer

2020 219,277 — — 2,384,581 4,431 2,608,289

Darien Spencer

2021 286,828 — 1,316,148 — 161,949 119,976 1,884,901

Executive Vice President of Global Operations

Nathan Dickerman (4)

2021 234,462 — 6,619,419 3,803,744 255,715 10,275 10,903,209

President of Field Operations

Adam Dolinko (5)

2021 28,629 — 3,974,785 — — 1,150 4,004,564

General Counsel

(1) Amounts reflect the full grant-date fair value of stock awards and stock options granted during fiscal 2021 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual.

We provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to named executive officers in Note 12 of our financial statements included in this Form 10-K.

(2) $150,000 and $75,000 of the amounts reported for Ms.

Brunelle and Mr.

Spencer, respectively, constitute merit bonuses earned by each named executive officer upon the closing the merger of our company with a subsidiary of Colonnade Acquisition Corp.

$94,194 and $86,949 of the amounts reported for Ms.

Brunelle and Mr.

Spencer, respectively, constitute annual performance-based cash bonuses earned based on our achievement of revenue goals.

The full amount reported for Mr.

Dickerman constitutes sales incentive compensation earned under his sales incentive compensation plan.

(3) $146,664 and $107,495 of the amounts reported for Ms.

Brunelle and Mr.

Spencer constitute forgiven principal and interest of promissory notes.

All other amounts reported constitute 401(k) plan matching contributions.

Dickerman commenced employment with us as President of Field Operations in April 2021.

Dolinko commenced employment with us as our General Counsel in December 2021.

Grants of Plan-Based Awards in Fiscal 2021

The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2021 to help explain information provided above in our Summary Compensation Table.

This table presents information regarding all grants of plan-based awards occurring during fiscal 2021.

Name Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) All Other Stock Awards:

Number of Shares of Stock or Units

All Other Option Awards:

Number of Securities Underlying Options

Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair value of Stock and Option Awards ($)

Anna Brunelle 100,750 100,750

3/11/2021 (2) 136,480 1,637,760

Darien Spencer 93,000 93,000

3/11/2021 (2) 109,679 1,316,148

Nathan Dickerman 243,750 515,625

5/7/2021 (3) 645,797 10.26 3,803,744

5/7/2021 (2) 645,797 6,619,419

Adam Dolinko 12/1/2021 (2) 608,696 3,974,785

(1) Constitutes target and maximum amount payable under our annual performance-based cash bonus program for Ms.

Brunelle and Mr.

Spencer and our sales incentive compensation plan for Mr.

Payments under our annual performance-based cash bonus program are capped at 100% of target.

The sales incentive compensation plan for Mr.

Dickerman provides the opportunity to earn up to 150% of target for overachievement of his bookings and revenue goals and up to $150,000 in excess of target for the achievement of strategic objectives.

(2) 25% of the restricted stock units vest on the first anniversary of the vesting commencement date, and 1/16 th of the restricted stock units vest on each quarterly anniversary of the vesting commencement date thereafter, in each case, subject to the named executive officer’s continued service to the Company through the vesting date.

In the event the named executive officer’s employment is terminated by the Company without cause or the named executive officer resigns for good reason, in each case, within the ninety-day period immediately before or twelve-month period immediately following a change of control, the vesting of 100% of the restricted stock units will fully vest.

(3) 25% of the shares underlying the option vests and becomes exercisable on the first anniversary of the vesting commencement date and 1/48 th of the shares underlying the option vests and becomes exercisable on each monthly anniversary of the vesting commencement date thereafter, in each case, subject to the named executive officer’s continued service to the Company through the vesting date.

Outstanding Equity Awards at Fiscal Year-End 2021

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2021.

Name Option Awards Stock Awards

Vesting Commencement Date Number

Securities Underlying Unexercised Options

Number of Securities Underlying Unexercised Options

Unexercisable

Option Exercise Price

Option Expiration Date Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

10/2/2020 (1) 4,359,767 0.21 10/1/2030

10/2/2020 (2) 1,271,598 3,088,169 1.42 10/1/2030

Anna Brunelle

3/15/2021 (3) 136,480 709,696

5/20/2020 (4) 143,082 713,979

Darien Spencer

3/15/2021 (3) 109,679 570,331

5/23/2019 (5) 6,850 34,354

7/1/2020 (5) 76,774 385,031

5/23/2019 (5) 2,195 11,008

5/23/2019 (6) 4,289 21,388

7/1/2020 (6) 48,193 240,323

Nathan Dickerman

4/12/2021 (7) 645,797 10.26 5/6/2031

6/11/2021 (3) 645,797 3,358,144

12/11/2021 (3) 608,696 3,165,219

(1) 1/48th of the shares originally subject to the option vest on each one-month anniversary of the vesting commencement date, subject to continued service with us through the applicable vesting date and the option will vest as to 50% of the unvested shares underlying the option upon a change in control and, following the change in control, the remaining unvested shares underlying the option will vest in substantially equal monthly installments through the end of the original vesting schedule.

In the event executive’s employment with the Company is terminated by the Company without cause or the executive resigns for good reason, in each case, on or after a change in control, any then unvested shares will become fully vested.

The options may be exercised by the executive prior to vesting, with any unvested shares subject to repurchase by us at the original exercise price in the event of a termination of the executive’s employment.

(2) 1/48th of the shares originally subject to the option vest on each one-month anniversary of the vesting commencement date, subject to continued service with us through the applicable vesting date and each option will vest as to 50% of the unvested shares underlying the option upon a change in control and, following the change in control, the remaining unvested shares underlying the option will vest in substantially equal monthly installments through the end of the original vesting schedule.

(3) 25% of the restricted stock units vest on the first anniversary of the vesting commencement date, and 1/16 th of the restricted stock units vest on each quarterly anniversary of the vesting commencement date thereafter, in each case, subject to the named executive officer’s continued service to the Company through the vesting date.

In the event the named executive officer’s employment is terminated by the Company without cause or the named executive officer resigns for good reason, in each case, within the ninety day period immediately before or twelve month period immediately following a change of control, the vesting of 100% of the restricted stock units will fully vest.

(4) Represents shares of restricted stock acquired upon exercise of a stock option prior to exercise.

The unvested shares are subject to repurchase by us at the original exercise price of $0.15 per share upon a termination of the named executive officer’s employment.

The shares vest in substantially equal monthly installments through the fourth anniversary of the vesting commencement date, subject to continued service through the vesting date.

The vesting of 50% of the unvested shares accelerate upon a change in control.

(5) Represents shares of restricted stock acquired upon exercise of a stock option prior to exercise.

The unvested shares are subject to repurchase by us at the original exercise price of $0.18 per share upon a termination of the named executive officer’s employment.

The shares vest in substantially equal monthly installments through the fourth anniversary of the vesting commencement date, subject to continued service through the vesting date.

(6) Represents shares of restricted stock acquired upon exercise of a stock option prior to exercise.

The unvested shares are subject to repurchase by us at the original exercise price of $0.21 per share upon a termination of the named executive officer’s employment.

The shares vest in substantially equal monthly installments through the fourth anniversary of the vesting commencement date, subject to continued service through the vesting date.

In the event the named executive officer’s employment is terminated by the Company without cause or the named executive officer resigns for good

reason, in each case, within the ninety-day period immediately before or twelve-month period immediately following a change of control, the vesting of 100% of the unvested shares will fully vest.

(7) 25% of the shares underlying the option vests and becomes exercisable on the first anniversary of the vesting commencement date and 1/48 th of the shares underlying the option vests and becomes exercisable on each monthly anniversary of the vesting commencement date thereafter, in each case, subject to the named executive officer’s continued service to the Company through the vesting date.

(8) Amounts calculated based on the $5.20 closing trading price of our common stock as of December 31, 2021.

Amounts reported for shares acquired upon exercise of stock options prior to vesting are reported net of the exercise price paid by the named executive officer.

Option Exercises and Stock Vested in Fiscal 2021

Option Awards Stock Awards

Name Number of

Value Realized

Anna Brunelle 1,220,889 13,150,498

Darien Spencer 348,154 3,718,208

(1) Represents the value of shares of restricted stock acquired upon exercise of a stock option prior to exercise, calculated based on the closing trading price of our common stock on the vesting date less the exercise price paid for the shares.

Potential Payments Upon Termination or Change in Control

In this section, we describe payments that may be made to our named executive officers upon a change in control and to each of Ms.

Brunelle, Mr.

Dickerman and Mr.

Dolinko upon certain terminations of employment, assuming the termination event occurred on the last day of fiscal 2021 (except as otherwise noted).

Pacala and Spencer were not entitled to severance upon a termination of employment in 2021.

Named Executive Officer Type of Payment Change in Control ($) (1) Covered Termination Unrelated to a Change in Control (2) Covered Termination in connection with a Change in Control

Angus Pacala Accelerated Vesting 27,083,242 — —

Anna Brunelle

Base Salary 160,000 320,000

Accrued Bonus 94,194 94,194

COBRA Reimbursement 7,166

Accelerated Vesting 1,423,675 1,423,675

Total 1,423,675 254,194 1,845,035

Darien Spencer Accelerated Vesting 1,262,435 — —

Nathan Dickerman Base Salary 162,500 325,000

COBRA Reimbursement 3,583 7,166

Accelerated Vesting 3,358,144 3,358,144

Total 3,358,144 166,083 3,690,310

Adam Dolinko Accelerated Vesting 3,165,219 — 3,165,219

(1) Constitutes the value accelerated vesting that occurs automatically upon a change in control in the event equity awards are not assumed by an acquirer.

The value of accelerated vesting was calculated by subtracting the exercise prices of options and the repurchase price of restricted stock from $5.20 per share, which was the closing trading price of our common stock on December 31, 2021.

Options with exercise prices in excess of $5.20 per share were excluded.

Brunelle is entitled to 50% accelerated vesting upon a change in control if equity awards are assumed.

(2) Constitutes amounts that become payable to (a) Ms.

Brunelle in the event that, on December 31, 2021, we had terminated her employment without cause or she had resigned for good reason prior to, or more than 12 months after, a change in control and (b) Mr.

Dickerman and Mr.

Dolinko in the event that, on December 31, 2021, we had terminated their employment without cause or they had resigned for good reason more than 90 days

prior to or more than 12 months after a change in control.

Options with exercise prices in excess of $5.20 per share were excluded.

(3) Constitutes amounts that become payable to (a) Ms.

Dickerman and Mr.

Dolinko in the event that, on December 31, 2021, we had terminated their employment without cause or they had resigned for good reason more than 90 days prior to or more than 12 months after a change in control.

Options with exercise prices in excess of $5.20 per share were excluded.

Compensation of our Directors

For fiscal 2021, directors who were executives of the Company were not eligible to receive additional compensation for their services as directors.

We maintain the Non-Employee Director Compensation Program for our non-employee directors.

Pursuant to the Non-Employee Director Compensation Program, as amended in 2021, our non-employee directors receive cash compensation as follows:

• Each non-employee director receives an annual cash retainer in the amount of $40,000 per year.

• Any chairperson of the board of directors receives an additional annual cash retainer in the amount of $51,250

• Any Lead Director receives an additional annual cash retainer in the amount of $25,000 per year.

• The chairperson of the audit committee receives additional annual cash compensation in the amount of $20,000 per year for such chairperson’s service on the audit committee.

Each non-chairperson member of the audit committee receives additional annual cash compensation in the amount of $10,000 per year for such member’s service on the audit committee.

• The chairperson of the compensation committee receives additional annual cash compensation in the amount of $15,000 per year for such chairperson’s service on the compensation committee.

Each non-chairperson member of the compensation committee receives additional annual cash compensation in the amount of $6,000 per year for such member’s service on the compensation committee.

• The chairperson of the corporate governance committee receives additional annual cash compensation in the amount of $10,000 per year for such chairperson’s service on the corporate governance committee.

Each non-chairperson member of the corporate governance committee receives additional annual cash compensation in the amount of $5,000 per year for such member’s service on the corporate governance committee.

• Each non-employee director may also elect to receive all or part of his or her annual cash retainer in the form of restricted stock units under our 2021 Incentive Award Plan.

Elections to convert all or a portion of the annual cash retainer into restricted stock units must generally be made on or prior to December 31 of the year prior to the year in which the annual cash retainer is scheduled to be paid, or such earlier deadline as established by our board of directors or compensation committee.

Each individual who first becomes a non-employee director is permitted to elect to convert the annual cash retainer payments scheduled to be paid in the same calendar year into restricted stock units, provided that the election is made prior to the date the individual becomes a non-employee director.

Restricted stock units granted in lieu of all or a portion of the annual cash retainer are fully vested on the date of grant, and have a grant date fair value equal to the amount of the applicable portion of the annual cash retainer.

Under the Non-Employee Director Compensation Program, upon the initial appointment or election of a non-employee director, the director will automatically be granted (a) an award of restricted stock units with respect to a number of shares of our common stock calculated by dividing (i) $300,000 by (ii) the fair market value of a share of our common stock as of the date of grant that vests in equal quarterly installments over three years and (b) an award of restricted stock units with respect to a number of shares of our common stock calculated by dividing (i) the product of $175,000 multiplied times a fraction, the numerator of which is the number of full months between the date of appointment or election and the scheduled date of our next annual stockholder meeting, and the denominator of which is 12, by (ii) the fair market value of a share our common stock as of the date of grant that vests in equal quarterly installments through the date of the next annual stockholders meeting.

Additionally, on the date of each annual stockholders meeting, each non-employee director automatically will be granted an award of restricted stock units with respect to a number of shares of our common stock calculated by dividing (a) $175,000 by (b) the fair market value of our common stock as of the date of grant that vests in

equal quarterly installments through the earlier of the first anniversary of the date of grant or the next annual stockholders meeting.

Additionally, the Non-Employee Director Compensation Program provides that non-employee directors may elect to defer all or part of the settlement of restricted stock units granted to them.

In the event of a change in control, all restricted stock units and other equity-based awards held by any non-employee director, will vest immediately prior to such change in control.

Director Compensation Table for Fiscal 2021

The following table contains information concerning the compensation of our non-employee directors in fiscal 2021:

Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1) Option Awards ($)(1) Total ($)

Jorge del Calvo

47,076 453,863 — 500,939

Emmanuel Hernandez

53,350 453,361 — 506,711

Susan Heystee

39,336 3,560,688 — 3,600,024

Sundari Mitra

44,995 454,184 — 499,179

40,417 — — 40,417

Karin Rådström (2)

6,970 364,018 — 370,988

Carl Bass (3)

19,120 16,879,515 11,931,096 28,829,731

The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2021 by each non-employee director who was serving as of December 31, 2021.

Name Restricted Stock Units Outstanding at Fiscal Year End

Jorge del Calvo

Emmanuel Hernandez

Susan Heystee

Sundari Mitra

Karin Rådström

Rådström commenced service on our board of directors in October 2021.

Bass forfeited all of the restricted stock units, performance stock units and options granted to him in connection with his cessation of service on our board of directors in June 2021.

In connection with the consummation of the Business Combination in March 2021, each of Susan Heystee, Sundari Mitra, Jorge del Calvo and Emmanuel Hernandez were granted awards of 22,696 and 15,446 restricted stock units, which vest as to 1/12th and 1/4th, respectively, of the number of restricted stock units on each quarterly anniversary of the consummation of the Business Combination, subject to the holder’s continued service to us through the vesting date.

In connection with the commencement of her service on our board of directors in October 2021, Ms.

Rådström was automatically granted awards of 41,667 and 9,073 restricted stock units, which vest as to 1/12th and 1/2, respectively, of the number of restricted stock units on each quarterly anniversary of the date of grant, subject to the holder’s continued service to us through the vesting date.

During 2021, Ms.

Heystee was awarded 302,717 restricted stock units in connection with services she provided to us as an independent contractor serving as our interim chief revenue officer.

In February 2021, Old Ouster entered into an employment offer letter agreement with Carl Bass.

Under the terms of his agreement, Mr.

Bass served as senior advisor to Old Ouster and, following the consummation of the Business Combination, the chairman of our board of directors.

Under the agreement, Mr.

Bass received an annual base salary of $58,240.

On March 11, 2021, Mr.

Bass was granted three equity awards comprised of:

• an award of 807,246 restricted stock units that vest as to 20% of the total number of restricted stock units subject to the award on each of the first five anniversaries of the date Mr.

Bass commenced employment with Old Ouster, February 15, 2021 (the “Start Date”), subject to his continued employment through the applicable vesting date;

• an option to purchase 1,614,492 shares of our common stock with an exercise price equal to $12, which was the fair market value of our common stock on the date of grant that vest as to 20% of the total number of shares of our common stock subject to the option on each of the first five anniversaries of the Start Date, subject to his continued employment through the applicable vesting date.

Notwithstanding the vesting of the option, the option will not be exercisable unless and until the closing trading price per share of Ouster common stock equals or exceeds 130% of the exercise price per share of the option for 30 consecutive trading days (the “Stock Price Condition”) and if the Stock Price Condition is not met on or prior to the fifth anniversary of the date of grant, the option would terminate for no consideration;

• an award of 807,246 performance stock units that vest, subject to his continued employment through the applicable vesting date, as to 25% of the total number of performance stock units the first time the closing trading price per share of Ousters common stock exceeds the following per share stock price targets for at least 30 consecutive trading days on or after the following anniversaries of the date of grant:

• $18 on or after the first anniversary of the date of grant,

• $24 on or after the second anniversary of the date of grant,

• $30 on or after the third anniversary of the date of grant and

• $36 on or after the fourth anniversary of the date of grant;

• any performance stock units that have not vested as of the fifth anniversary of the date of grant will terminate for no consideration.

Bass forfeited all of his restricted stock units, performance stock units and options when he resigned from his service on our board of directors in June 2021.

Each of Mses.

Heystee, Mitra and Rådström and Messrs.

del Calvo and Hernandez and Remy Trafelet elected to receive all of her or his annual cash retainer in the form of restricted stock units.

In addition, each of Mses.

Mitra and Rådström and Messrs.

del Calvo, Hernandez and Trafelet elected to defer all of the settlement of restricted stock units granted to them in accordance with the Non-Employee Director Compensation Program.

Compensation Committee Report

The current Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth above.

Based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Susan Heystee (Chair)

Jorge del Calvo

Emmanuel Hernandez

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2021, Emmanuel Hernandez, Sundari Mitra, Jorge del Calvo and Susan Heystee served on the Compensation Committee of the Board.

During the year ended December 31, 2021, Susan Heystee served as Interim Chief Revenue Officer of the Company.

Heystee did not serve on the Compensation Committee during the period that she served as Interim Chief Revenue Officer and the Board has determined Ms.

Heystee to be independent for purposes of services on the Compensation Committee subsequent to her leaving the Interim Chief Revenue Officer role.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of our voting shares by:

• each person who is known to be the beneficial owner of more than 5% of our voting shares;

• each of our named executive officers and directors;

• all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Unless otherwise indicated, the percentage ownership of our voting securities is based o n 172,578,717 sh ares of our common stock issued and outstanding as of February 15, 2022.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

Name and Address of Beneficial Owner(1) Number of Shares % of Ownership

Banyan Venture Holdings LLC(2) 25,572,646 14.82%

Cox Investment Holdings, Inc.(3) 12,065,871 6.99%

Tao Invest II LLC(4) 11,253,152 6.52%

Sharing LLC Ouster 2 PS and affiliated entities(5) 10,886,622 6.31%

The Vanguard Group(6)

10,634,089 6.16%

Directors and Named Executive Officers

Angus Pacala(7) 7,655,631 4.35%

Mark Frichtl(8) 5,716,896 3.27%

Adam Dolinko — *

Nathan Dickerman (9)

Darien Spencer(10) 1,130,780 *

Anna Brunelle(11) 1,407,092 *

Jorge del Calvo (12) — *

Emmanuel Hernandez(13) 29,583 *

Susan Heystee(14) 434,519 *

Sundari Mitra(12) — *

Karin Rådström(15) 13,930 *

Remy Trafelet(12)(16) 1,949,243 1.13%

All directors and executive officers as a group (12 individuals)(17) 18,499,123 10.36%

* Less than one percent

(1) Unless otherwise noted, the business address of each of those listed in the table above is 350 Treat Avenue, San Francisco, CA 94110.

(2) Based on a Schedule 13G/A filed with the SEC on February 11, 2022.

Consists of 25,572,646 shares over which Banyan Venture Holdings LLC has shared voting and dispositive power.

Krishna Kantheti is the manager of Banyan Venture Holdings LLC.

As a result, Mr.

Kantheti may be deemed to beneficially own the shares held by Banyan Venture Holdings LLC.

The address for Banyan Venture Holdings LLC and Mr.

Kantheti is 500 108th Ave NE, Suite 1100, Bellevue, WA 98004.

(3) Based on a Schedule 13G filed with the SEC on March 22, 2021.

Cox Investment Holdings, Inc.

(“Cox”) has sole voting and dispositive power over 12,065,871 shares of our common stock.

The board of directors of Cox exercises voting and dispositive power with respect to these shares.

The board of directors of Cox consists of Dallas S.

Clement and Jennifer Hightower, neither of whom has individual voting or dispositive power with respect to the shares and each of whom disclaims any beneficial ownership of the shares.

The trustees of the Cox Family Voting Trust u/a/d 7/26/13 (the “Cox Family Voting Trust”), consisting of James C.

Kennedy, Alexander C.

Taylor and John M.

Dyer, are responsible for appointing all of the members of the board of directors of Cox.

Because the board of directors of Cox exercises voting and dispositive power with respect to the shares, each of the foregoing individuals disclaims any beneficial ownership of the shares held by Cox.

The address for Cox is 6205-A Peachtree Dunwoody Road, Atlanta, GA 30328.

(4) Based on a Schedule 13G filed with the SEC on February 14, 2022.

Tao Invest II LLC (“Tao Invest”) has shared voting and dispositive power over 11,253,152 shares of our common stock.

The manager of Tao Invest is Tao Capital Management LP (“LP”).

The business address of Tao Invest and LP is One Letterman Drive, Suite C4-420, San Francisco, California 94129.

(5) Based on a Schedule 13G filed with the SEC on September 3, 2021.

Sharing LLC Ouster 2 PS (“Sharing 2”) has shared voting and dispositive power over 6,726,512 shares of our common stock, Sharing LLC Ouster 3 PS (“Sharing 3”) has shared voting and dispositive power over 3,703,221 shares of our common stock, Sharing LLC Ouster PS (“Sharing”) has shared voting and dispositive power over 456,889 shares of our common stock and Jacob Goldfield has shared voting and dispositive power over 10,886,622 shares of our common stock.

Because of the relationship of Mr.

Goldfield to Sharing, Sharing 2 and Sharing 3, Mr.

Goldfield may be deemed to beneficially own the shares of common stock held by such entities.

The address for each of the foregoing entities and Mr.

Goldfield is 33 Union Square West New York, NY 10003.

(6) Based on a Schedule 13G filed with the SEC on February 10, 2022.

The Vanguard Group has shared voting power over 257,926 shares, sole dispositive power over 10,349,874 shares and shared dispositive power over 284,215 shares of our common stock.

The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(7) Consists of 4,385,807 shares of common stock and 3,269,824 shares of common stock issuable upon exercise of options exercisable as of or within 60 days of February 15, 2022.

(8) Consists of 3,343,636 shares of common stock and 2,373,260 shares of common stock issuable upon exercise of options exercisable as of or within 60 days of February 15, 2022.

(9) Consists of 161,449 shares of common stock issuable upon exercise of options exercisable as of or within 60 days of February 15, 2022.

(10) Includes 1,103,361 shares of common stock held directly and 27,419 shares of common stock issuable upon vesting of restricted stock units that will vest as of or within 60 days of February 15, 2022.

(11) Includes 1,372,972 shares of common stock held directly and 34,120 shares of common stock issuable upon vesting of restricted stock units that will vest as of or within 60 days of February 15, 2022.

(12) Director has elected to defer settlement of equity compensation such that no shares will be settled as of or within 60 days of February 15, 2022.

(13) Consists of 29,583 shares of common stock issuable upon deferred settlement of previously vested or to be vested awards of restricted stock units as of or within 60 days of February 15, 2022.

(14) Consists of 428,766 shares of common stock and 5,753 shares of common stock issuable upon vesting of restricted stock units as of or within 60 days of February 15, 2022.

(15) Consists of 7,554 shares of common stock and 6,376 shares of common stock issuable upon vesting of restricted stock units as of or within 60 days of February 15, 2022.

(16) Consists of 1,557,576 shares of common stock held directly and 391,667 shares of common stock held by the Remy W.

Trafelet Revocable Trust.

(17) Consists of 12,597,911 shares of common stock 5,901,212 shares of common stock issuable upon deferred settlement of previously vested awards of restricted stock units, vesting of restricted stock units or exercise of options exercisable as of or within 60 days of February 15, 2022.

Securities Authorized For Issuance under Equity Compensation Plans (As of December 31, 2021)

Plan category:

Number of Securities to

be Issued Upon Exercise

of Outstanding Options,

Warrants, and Rights Weighted-Average

Exercise Price of

Outstanding Options,

Warrants, and Rights Number of Securities

Available for Future

Issuance Under Equity

Compensation Plans

(excludes securities

Reflected in first column)

Equity compensation plans approved by security holders(1) 32,833,462 $ 1.02 13,944,608

Restricted Stock Units 8,704,366 _ (3)

Options to Purchase Common Stock 24,129,096 _ (4)

Equity compensation plans not approved by security holders — — —

Total 32,833,462 $ 1.02 13,944,608

(1) Consists of the Ouster, Inc.

2021 Incentive Award Plan (“2021 Plan”), Ouster Inc.

Amended and Restated 2015 Stock Plan (“2015 Plan”) and Sense Photonics, Inc.

2017 Equity Incentive Plan and (“Sense Plan”).

(2) The number of shares authorized under our 2021 Plan will increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 5% of the shares of Common Stock outstanding as of the last day of the immediately preceding fiscal year and (B) such lesser number of shares as determined by our board of directors.

No additional awards will be granted under the 2015 Plan or the Sense Plan and, as a result, no shares remain available for issuance for new awards under the 2015 Plan or the Sense Plan.

(3) Consists of 4,316,147 outstanding restricted stock units under the 2021 Plan and 4,388,219 outstanding restricted stock units under the Sense Plan.

(4) Consists of 22,675,729 outstanding options to purchase stock under the 2015 Plan, 645,796 outstanding options to purchase stock under the 2021 Plan and 807,570 outstanding options to purchase stock under the Sense Plan.

(5) As of December 31, 2021, the weighted-average exercise price o f outstanding options under the 2015 Plan was $0.61, the weighted-average exercise price of outstanding options under the 2021 Plan was $10.26 and the weighted-average exercise price of outstanding options under the Sense Plan was $5.05.

Certain Relationships and Related Transactions, and Director Independence

Founder Shares

On June 30, 2020, the

Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs relating to the Public Offering in exchange for 5,750,000 Founder Shares.

The Sponsor surrendered 750,000 Founder Shares to the Company for no

consideration in connection with the underwriters election to not exercise the overallotment option relating to the Public Offering at the end of the 45-day option period on October 5, 2020.

In connection with the Business Combination, each of the 5,000,000 Founder Shares will convert on a one-for-one basis into one share of Ouster PubCo common stock.

Private Placement Warrants

The Sponsor purchased an aggregate of 6,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at

$11.50 per share, at a price of $1.00 per warrant, or $6,000,000 in the aggregate, in connection with the Public Offering.

The private placement warrants are identical to the warrants sold in the Public Offering except that the private placement

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

certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to

registration rights.

In connection with the Business Combination, each of the 6,000,000 private placement warrants will convert

automatically into one warrant to purchase one share of Ouster PubCo common stock pursuant to the warrant agreement between the Company and Continental Stock Transfer & Trust Company, dated as of August 20, 2020.

Subscription Agreements

Concurrently with the execution of the Merger Agreement, we entered into subscription agreements with certain institutional and accredited

investors (the PIPE Investors) and with Colonnade WPB LLC, an affiliate of the Sponsor (the Sponsor Related PIPE Investor), pursuant to which the PIPE Investors and Sponsor Related PIPE Investor have subscribed for shares of

Ouster PubCo common stock (the PIPE Investment).

The Sponsor Related PIPE Investor is expected to fund $11,750,000 of the PIPE Investment, for which it will receive 1,175,000 shares of Ouster PubCo common stock.

The Sponsor Related PIPE

Investor is controlled by our Chairman Joseph S.

The PIPE Investment will be consummated substantially concurrently with the

closing of the Business Combination.

Administrative Services Agreement

We currently utilize office space at 1400 Centrepark Boulevard, Suite 810, West Palm Beach, FL 33401 from the Sponsor as our executive offices.

Commencing upon consummation of the Public Offering, we pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team.

Upon completion of our initial

business combination or our liquidation, we will cease paying these monthly fees.

Related Party Note and Advances

On June 30, 2020, the Sponsor agreed to loan the Company up to an aggregate amount of $300,000 to be used, in part, for transaction costs

incurred in connection with the Public Offering pursuant to an unsecured promissory note.

The promissory note was non-interest bearing and payable on the earlier of December 31, 2020 and the completion of

the Public Offering.

The outstanding balance of $126,005 under the promissory note was paid in full in connection with the closing of the Public Offering.

Our officers and directors are entitled to reimbursement for any

out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination.

Our audit committee reviews on a quarterly

basis all payments that were made to the Sponsor, our officers, directors or its or their affiliates.

In addition, in order to finance

transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis.

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

In the event that the 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 private placement warrants at a price of $1.00 per warrant at the option

of the lender.

Such warrants would be identical to the private placement warrants.

Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

Policies and Procedures for Approval of Related Person Transactions

Our board of directors has adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.

A “related person transaction” is a transaction, arrangement or relationship in which the post-combination company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest.

A “related person” means:

• any person who is, or at any time during the applicable period was, one of our executive officers or directors;

• any person who is known by the post-combination company to be the beneficial owner of more than 5% of our voting stock;

• any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our voting stock;

• any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest.

We have policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that

may exist from time to time.

Specifically, pursuant to its Audit Committee charter, the Audit Committee has the responsibility to review related party transactions.

Relationships and Transactions with Directors, Executive Officers and Significant Stockholders

The following are certain transactions, arrangements and relationships with our directors, executive officers and stockholders owning 5% or more of our outstanding common stock:

2021 Bridge Loan

On January 27, 2021, we issued the 2021 Note, pursuant to which the noteholders, each of whom was an investor in OTI (or an affiliate thereof), agreed to provide OTI an aggregate of $5 million of unsecured loans that carried a variable annual interest rate equal to LIBOR plus 8.5%.

The 2021 Note, including the principal and any accrued and unpaid interest thereon, became due and was repaid in connection with the consummation of the Business Combination.

The 2021 Note contained customary events of default.

We used the proceeds from the 2021 Note to help continue to fund our ongoing operations through the consummation of the Business Combination.

Pursuant to the Runway Subordination Agreement, the noteholders agreed, among other things, to subordinate their interests in the 2021 Note to Runway’s interest in the Runway Loan Agreement, including their right of payment under the 2021 Note until all of OTI’s obligations to Runway pursuant to the Runway Loan Agreement had been paid in full, except in the case of the consummation of the Business Combination.

The following table summarizes the aggregate principal amount of the 2021 Note issued to such related persons.

Name Aggregate Principal Amount

Banyan Venture Holdings LLC $ 1,895,542.84

Cox Investment Holdings, Inc.

Tao Invest II LLC $ 817,886.22

Sharing LLC Ouster Bridge PS $ 802,219.65

Zachary Frankel $ 545,830.28

GAC Acquisition LLC $ 70,923.57

Loans to Executive Officers in Connection with Option Exercises

In October 2020, OTI entered into partial recourse promissory notes with certain of its executive officers, Anna Brunelle and Darien Spencer, and a former executive officer, Myra Pasek, in connection with the early exercise of stock options held by such executive officers and the remittance of applicable exercise prices.

Pursuant to the terms of the partial recourse promissory notes, OTI loaned approximately $293,000 to Ms.

Brunelle, approximately $215,000 to Mr.

Spencer and approximately $123,000 to Ms.

Pasek, respectively.

Each note bore an annual compounded interest rate of 0.38%.

The principal amounts of each note, together with all accrued but unpaid interest, were repaid upon the closing of the Business Combination.

Investors’ Rights Agreement

OTI was party to an Amended and Restated Investors’ Rights Agreement, dated as of April 9, 2020, which granted registration rights and information rights, among other things, to certain holders of its capital stock, including certain holders of 5% of its capital stock and entities affiliated with certain of its directors, as well as certain of its directors and executive officers.

This agreement terminated upon the closing of the Business Combination.

Right of First Refusal and Co-Sale Agreement

OTI was party to an Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of April 3, 2020 (the “ROFR Agreement”), whereby OTI had the right to purchase shares of OTI capital stock which certain stockholders propose to sell to other parties.

Certain holders of OTI capital stock, including certain holders of 5% of its capital stock and entities affiliated with certain of its directors, as well as certain of its directors and executive officers, had rights of first refusal and co-sale under the ROFR Agreement.

This agreement terminated upon the closing of the Business Combination.

Voting Agreement

OTI was a party to an Amended and Restated Voting Agreement, dated as of April 3, 2020, pursuant to which certain holders of its capital stock, including certain holders of 5% of its capital stock and entities affiliated with certain of its directors, as well as certain of its directors and executive officers, had agreed to vote their shares of OTI Capital Stock on certain matters, including with respect to the election of directors.

This agreement terminated upon the closing of the Business Combination.

Registration Rights

The holders of the

Founder Shares, private placement warrants and the Class A ordinary shares underlying such private placement warrants and private placement warrants that may be issued upon conversion of working capital loans have registration rights to require

us to register a sale of any of our securities held by them pursuant to a registration rights agreement.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.

We will bear the expenses incurred in connection with the

filing of any such registration statements.

In connection with the Business Combination, the registration rights agreement will be

amended and restated.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our

year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional services rendered for the audit of

our annual consolidated financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from June 4,

2020 (inception) through December 31, 2020 totaled approximately $76,000.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

On March 11, 2021, in connection with the consummation of the Business Combination, Ouster, Colonnade Sponsor LLC (the “Sponsor”), Colonnade WPB LLC (the “Sponsor PIPE Purchaser”), certain members of the Sponsor and the Sponsor PIPE Purchaser and certain former stockholders of OTI entered into the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”).

Such parties have registration rights to require the Company to register a sale of any of our securities held by them pursuant to a registration rights agreement.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Indemnification Agreements

We have entered into, and plan on entering into, indemnification agreements with each of our directors and executive officers.

Independence of the Board of Directors

We are required to have a board that is composed of a majority of independent directors, as defined under New York Stock Exchange rules.

In making its independence determinations, the board of directors reviewed and discussed information provided by the directors with regard to each director’s business and personal activities and any relationships they have with us and our management, including with respect to their ownership of our common stock.

The board of directors specifically considered Susan Heystee’s prior service as an interim executive officer of the Company.

As a result of this review, our board of directors determined that Jorge del Calvo, Emmanuel Hernandez, Susan Heystee, Sundari Mitra, Karin Rådström and Remy Trafelet are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of New York Stock Exchange, representing six of our seven directors.

Angus Pacala is not an independent director due to his employment as Chief Executive Officer of the Company.

Principal Accountant Fees and Services

The following table summarizes the fees of PricewaterhouseCoopers LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years.

Fee Category 2021 2020

Audit fees (1)

$ 1,055,000 $ 827,000

Audit-related fees (2)

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the

audit or review of our consolidated financial statements and are not reported under Audit Fees. These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and

reporting standards.

We did not pay Marcum for consultations concerning financial accounting and reporting standards for the period from June 4, 2020 (inception) through December 31, 2020.

We did not pay Marcum for tax planning and tax advice for the period from June 4, 2020 (inception) through December 31, 2020.

$ 342,000 $ 1,020,000

All other fees (4)

We did not pay Marcum for other services for the period from June 4, 2020 (inception) through December 31, 2020.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a

going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors,

including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of this report:

Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheet

Consolidated Statement of Operations

Consolidated Statement of Changes in Shareholders Equity

Consolidated Statement of Cash Flows

Notes to Consolidated Financial Statements

Financial Statement Schedule

We hereby file as part of this report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference

can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street,

N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at www.sec.gov.

COLONNADE ACQUISITION CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Financial Statements:

Consolidated Balance Sheet as of December 31, 2020

Consolidated Statement of Operations for the period from June

4, 2020 (inception) through December 31, 2020

Consolidated Statement of Changes in Shareholders Equity for the period

from June 4, 2020 (inception) through December 31, 2020

Consolidated Statement of Cash Flows for the period from June

4, 2020 (inception) through December 31, 2020

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Colonnade Acquisition Corp.

(the Company) as of December 31, 2020,

the related consolidated statements of operations, changes in shareholders equity and cash flows for the period from June 4, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the financial

statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period from June 4,

2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Paragraph Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will

continue as a going concern.

As more fully described in Note 1 to the financial statements, the Companys business plan is dependent on the completion of a business combination and the Companys cash and working capital as of December 31,

2020 are not sufficient to complete its planned activities, has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise

substantial doubt about the Companys ability to continue as a going concern.

Managements plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Companys management.

Our responsibility is to express an opinion on the

Companys financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement

of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our

/ S / Marcum LLP

We have served as the Companys auditor since 2020 .

Houston, Texas

March 8, 2021

COLONNADE ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2020

Current Assets

Prepaid expenses

Total Current Assets

Cash and marketable securities held in Trust Account

LIABILITIES AND SHAREHOLDERS EQUITY

Current liabilities

Accrued expenses

Accrued offering costs

Total Current Liabilities

Deferred underwriting fee payable

Total Liabilities

Class A ordinary shares subject to possible redemption, 18,666,781 shares at redemption

Shareholders Equity

Preference shares, $0.0001 par value;

1,000,000 shares authorized;

none issued and

Class A ordinary shares, $0.0001 par value;

200,000,000 shares authorized;

1,333,219 shares

issued and outstanding (excluding 18,666,781 shares subject to possible redemption)

Class B ordinary shares, $0.0001 par value;

20,000,000 shares authorized;

5,000,000 shares

issued and outstanding

Additional paid-in capital

Accumulated deficit

Total Shareholders Equity

Total Liabilities and Shareholders Equity

The accompanying notes are an integral part of the consolidated financial statements.

COLONNADE ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JUNE 4, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

Formation and operational costs

Loss from operations

Other income:

Interest earned on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to

Basic and diluted net income per share, Class A ordinary shares subject to

Basic and diluted weighted average shares outstanding, ordinary shares

Basic and diluted net loss per share, ordinary shares

The accompanying notes are an integral part of the consolidated financial statements.

COLONNADE ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY

FOR THE PERIOD FROM JUNE 4, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

Ordinary Shares

Shareholders

Balance June 4, 2020 (inception)

Issuance of Class B ordinary shares to Sponsor

Sale of 20,000,000 Units, net of underwriting discounts and offering costs

Sale of 6,000,000 Private Placement Warrants

Forfeiture of Founder Shares

Class A ordinary shares subject to possible redemption

Balance December 31, 2020

The accompanying notes are an integral part of the consolidated financial statements.

COLONNADE ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JUNE 4, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash in Trust Account

Net cash used in investing activities

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Warrants

Proceeds from promissory note related party

Repayment of promissory note related party

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

Cash Beginning

Cash Ending

Non-Cash Investing and Financing

Initial classification of Class A ordinary shares subject to possible redemption

Change in value of Class A ordinary shares subject to possible redemption

Deferred underwriting fee payable

Offering costs paid directly by Sponsor from proceeds from issuance of Class B ordinary

Offering costs included in accrued offering costs

The accompanying notes are an integral part of the consolidated financial statements.

COLONNADE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Colonnade Acquisition Corp.

(the Company) is a blank check company incorporated as a Cayman Islands exempted company on June 4, 2020.

Company 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 (Business Combination).

Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intends to

focus on industries that complements the Companys management teams expertise and network of relationships in the natural resources, energy, real estate and agricultural industries.

The Company is an early stage and emerging growth

company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has one

subsidiary, Beam Merger Sub, Inc.

(formerly known as C-Sweet Sub, Inc,), a direct wholly owned subsidiary of the Company incorporated in Delaware on December 15, 2020 (Merger Sub).

As of December 31, 2020, the Company had not commenced any operations.

All activity for the period from June 4, 2020 (inception) through

December 31, 2020 relates to the Companys formation, the initial public offering (Initial Public Offering), which is described below, identifying a target company for a Business Combination, and activities in connection with

the proposed acquisition of Ouster, Inc., a Delaware corporation (Ouster) (see Note 6).

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

registration statement for the Companys Initial Public Offering became effective on August 20, 2020.

On August 25, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the Units and, with respect

to the Class A ordinary shares included in the Units sold, the Public Shares), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the Private Placement

Warrants) at a price of $1.00 per Private Placement Warrant in a private placement to Colonnade Sponsor LLC (the Sponsor), generating gross proceeds of $6,000,000, which is described in Note 4.

Transaction costs amounted to $11,597,631, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $597,631 of other

offering costs.

Following the closing of the Initial Public Offering on August 25, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net

proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the Trust Account) invested in U.S.

government securities, within the meaning set forth in

Section 2(a)(16) of the Investment Company Act of 1940, as amended (the Investment Company Act), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting

certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the

funds in the Trust Account to the Companys shareholders, as described below.

The Companys management has broad discretion with respect to the

specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination.

Company must complete its initial Business Combination with one or more target businesses that together have 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

commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and

outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

There is no assurance that

the Company will be able to successfully effect a Business Combination.

The Company will provide its shareholders with the opportunity to redeem all or a

portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the

Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company.

The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account

(initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its

tax obligations.

There will be no redemption rights upon the completion of a Business Combination with respect to the Companys warrants.

If the Company seeks shareholder approval, the Company will complete a Business Combination only if it

receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.

If a shareholder vote is not required

under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association,

conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (SEC), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the

SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or

after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination.

However, in no event will the

Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.

In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead

may search for an alternate Business Combination.

Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Companys Amended and Restated Memorandum and Articles of Association provides 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 Securities Exchange Act of 1934, as amended (the Exchange Act)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the

Public Shares without the Companys prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any

Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or

timing of the Companys obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to

shareholders rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such

amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination.

The Company will have until August 25, 2022 (the Combination Period) to complete a Business Combination.

If the Company is unable to complete

a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the

outstanding 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 (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 the remaining shareholders and the Companys board of directors, dissolve and liquidate, subject in each case to its

obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its

liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares

will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission

(see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be

available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third

party for services rendered or products sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce

the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00

per Public Share due to reductions in the value of trust assets, less taxes payable.

This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the

Trust Account nor will it apply to any claims under the Companys indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the

possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Companys independent public accountants), prospective target businesses or

other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management continues to

evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Companys financial position, results of its

operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

Liquidity and Going Concern

As of December 31, 2020, the Company had $697,957 in its operating bank accounts, $200,061,054 in securities held in the Trust Account to be used for a

Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $1,336,251.

As of December 31, 2020, approximately $61,000 of the amount on deposit in the Trust Account represented

interest income, which is available to pay the Companys tax obligations.

Until the consummation of a Business Combination, the Company will be

using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and

structuring, negotiating and consummating the Business Combination.

The Company will need to raise additional capital through loans or additional

investments from its Sponsor, stockholders, officers, directors, or third parties.

The Companys officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they

deem reasonable in their sole discretion, to meet the Companys working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take

additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance

that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Companys ability to continue as a going concern through August 25, 2022, the deadline to complete a

Business Combination pursuant to the Companys Amended and Restated Certificate of Incorporation (unless otherwise amended by stockholders).

These financial statements do not include any adjustments relating to the recovery of the recorded

assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America

(GAAP) and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to

exercise control.

All significant intercompany balances and transactions have been eliminated in consolidation.

Activities in relation to the non-controlling interest are not considered to be significant and

are, therefore, not presented in the accompanying consolidated financial statements.

Emerging Growth Company

The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business

Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to

comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act)

are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised

and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of

the Companys consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition,

situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual

results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not

have any cash equivalents as of December 31, 2020.

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption 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 the Companys control) are classified as

temporary equity.

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

The Companys Class A ordinary shares feature certain redemption rights that are considered to be outside of the Companys 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 the Companys

balance sheet.

accounts for income taxes under ASC 740, Income Taxes (ASC 740).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax

basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a

portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an

enterprises financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be

recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as

income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or

income tax filing requirements in the Cayman Islands or the United States.

As such, the Companys tax provision was zero for the periods presented.

Net Income (Loss) Per Ordinary Share

income (loss) per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period.

The Company has not considered the effect of the warrants sold in the Public Offering and

Private Placement to purchase an aggregate of 16,000,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be

anti-dilutive.

The Companys statement of operations includes a presentation of income (loss) per share for Class A ordinary shares

subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share.

Net income (loss) per ordinary share, basic and diluted, for Class A Ordinary shares subject to possible redemption is

calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of Class A Ordinary shares subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income or

loss on marketable securities attributable to Class A Ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period.

Non-redeemable ordinary shares include Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features.

Non-redeemable

ordinary shares participate in the income or loss on marketable securities based on non-redeemable ordinary shares proportionate interest.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

Class A Ordinary shares subject to possible redemption

Earnings allocable to Class A Ordinary shares subject to possible

Interest income

Unrealized gain on investments held in Trust Account

Net income allocable to Class A Ordinary shares subject to possible redemption

Weighted Average Class A Ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

Non-Redeemable Ordinary Shares

Net Loss minus Net Earnings

Net income allocable to Class A Ordinary shares subject to possible redemption

Non-Redeemable Net Loss

Weighted Average Non-Redeemable Ordinary Shares

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at

times may exceed the Federal Depository Insurance Coverage of $250,000.

As of December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

value of the Companys assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying consolidated balance sheet,

primarily due to their short-term nature.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the

Companys consolidated financial statements.

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit.

Each Unit consists of one Class A

ordinary share and one-half of one redeemable warrant (Public Warrant).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per

share, subject to adjustment (see Note 7).

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00

per Private Placement Warrant, for an aggregate purchase price of $6,000,000.

Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7).

from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the

sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

Founder Shares

On June 30, 2020, the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 of

the Companys Class B ordinary shares (the Founder Shares).

The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriters

over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Companys issued and outstanding shares upon the completion of the Initial Public Offering.

On October 9,

2020, the underwriters election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 750,000 Founder Shares.

Accordingly, as of December 31, 2020, there are 5,000,000 Founder Shares issued and

outstanding (see Note 7).

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the

earlier to occur of:

(A) one year after the completion of a Business Combination;

and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as

adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period

commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization

or other similar transaction that results in all of the Companys shareholders having the right to exchange their Class A ordinary shares for cash,

securities or other property.

Administrative Services Agreement

The Company entered into an agreement whereby, commencing on August 21, 2020, the Company will pay the Sponsor $10,000 per month for office space,

utilities, secretarial and administrative support services.

Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.

For the period from June 4, 2020 (inception) through December 31,

2020, the Company incurred and paid $40,000 of such fees.

Due to Sponsor

The Sponsor advanced $600,000 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Units in the event the

underwriters exercised their over-allotment option.

The advance was due on demand should the over-allotment option not be exercised by the underwriters.

On September 23, 2020, the $600,000 was returned to the Sponsor as the over-allotment

option was not exercised.

Promissory Note Related Party

On June 30, 2020, the Sponsor agreed to loan the Company up to an aggregate amount of $300,000 to be used, in part, for transaction costs incurred in

connection with the Initial Public Offering (the Promissory Note).

The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the

completion of the Initial Public Offering.

The outstanding balance under the Note of $126,005 was repaid at the closing of the Initial Public Offering on August 25, 2020.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Companys

officers and directors may, but are not obligated to, loan the Company funds as may be required (Working Capital Loans).

Such Working Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a

Business Combination, without interest, or, at the lenders discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant.

Such warrants would be identical to

the Private Placement Warrants.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be

used to repay the Working Capital Loans.

Registration Rights

Pursuant to a registration

rights agreement entered into on August 20, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the

exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register a sale of any of the

securities held by them, including any other securities of the Company acquired by them prior to the consummation of the Companys initial Business Combination.

The holders of these securities will be entitled to make up to three demands,

excluding short form demands, that the Company register such securities.

In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to the completion of a Business

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

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 Initial Public Offering (but who are members of FINRA) that assist the

Company in consummating a Business Combination.

The election to make such payments to such parties will be solely at the discretion of the Companys management team.

The deferred fee will become payable to the underwriters from the amounts held

in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Advisory and Consulting Agreements

December 4, 2020, the Company entered into an agreement with a service provider, pursuant to which the service provider will serve as the placement agent for the Company in connection with a proposed private placement (the Proposed

Transaction) of the Companys equity or equity-linked securities (the Equity Securities).

The Company 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 the Companys prior written consent.

As of December 31, 2020, no amounts were incurred under

this agreement.

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

serve as media relations, due diligence, and transaction prep for the Company in connection with a proposed business combination.

The Company 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 the sole discretion of the Company.

As of December 31, 2020, the Company incurred $4,839 under this agreement, of which is included in accrued expenses in the accompanying balance sheet.

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

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

As of December 31, 2020, no amounts were incurred under this agreement.

Merger Agreement

On December 21, 2020, the Company entered into an Agreement and Plan of Merger (the Merger Agreement), with Merger Sub and Ouster, relating to

a proposed business combination transaction between the Company and Ouster.

Pursuant to the Merger Agreement, Merger Sub 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 Merger) and will be renamed Ouster Inc.

As a result of the Merger, among other things, all outstanding shares of capital stock of Ouster will be cancelled in exchange for the right to receive, in

the aggregate, a number of shares of Ouster PubCo common stock (as defined in the Merger Agreement) equal to the quotient obtained by dividing (x) $1,500,000,000 by (y) $10.00.

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.

SHAREHOLDERS EQUITY

Preference Shares The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001.

The Companys board of

directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of

The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could

have anti-takeover effects.

At December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares The Company is authorized to issue 200,000,000 Class A ordinary shares, with

a par value of $0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote for each share.

At December 31, 2020, there were 1,333,219 Class A ordinary shares issued and outstanding, excluding 18,666,781 Class A

ordinary shares subject to possible redemption.

Class B Ordinary Shares The Company is authorized to

issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share.

Holders of the Class B ordinary shares are entitled to one vote for each share.

At December 31, 2020, there were 5,000,000 Class B ordinary shares

issued and outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Companys shareholders except as otherwise required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion

of a Business Combination on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares or equity-linked securities are issued

or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding

after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any

equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or

convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided that

such conversion of Founder Shares will never occur on a less than one-for-one basis.

Warrants Public Warrants may only be exercised for a whole number of shares.

No fractional warrants will be issued upon separation of the

Units and only whole warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years from the completion of a Business Combination, or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a

Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus

relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant

unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its

best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants.

The Company will use its best efforts to cause the same to become

effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement

covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration

statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the

Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company

elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

in whole and not in part;

at a price of $0.01 per Public Warrant;

upon a minimum of 30 days prior written notice of redemption to each warrant holder and

if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as

adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send to

the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise

its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a cashless basis, as described in the warrant

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization,

reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net

cash settle the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds

with respect to their Public Warrants, nor will they receive any distribution from the Companys assets held outside of the Trust Account with respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection

with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Companys board of

directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price),

(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the

Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the Market Value) is below $9.20 per share, then the exercise

price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to

180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial

Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the

completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by

the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights.

If the Private

Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

The Company follows the

guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and

liabilities that are re-measured and reported at fair value at least annually.

The fair value of the

Companys financial assets and liabilities reflects managements estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly

transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources)

and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and

unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide

pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Companys assets that are measured at fair value on a recurring

basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

December 31, 2020

Marketable securities held in Trust Account

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Agreement and Plan of Merger, dated as of December

21, 2020, by and among Colonnade Acquisition Corp., Beam Merger Sub, Inc.

Total fees $ 1,397,000 $ 1,847,000

(1) Audit fees consist of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, the review of financial statements to be included in registration statements and other professional services provided in connection with statutory and regulatory filings or engagements.

(2) Audit-related fees consist of fees that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under “Audit Fees.”

(3) Tax fees consist of fees for tax-related services, including tax compliance and tax advice.

(4) All other fees.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved.

The Pre-Approval Policy generally provides that we will not engage PricewaterhouseCoopers LLP to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”).

Unless a type of service to be provided by PricewaterhouseCoopers LLP has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals.

Any proposed services exceeding 10% of pre-approved cost levels or budgeted amounts will also require specific pre-approval.

For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC's rules on auditor independence.

The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company's business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Company's ability to manage or control risk or improve audit quality.

All such factors will be considered as a whole, and no one factor should necessarily be determinative.

The Audit Committee periodically reviews and generally pre-approves any services (and related fee levels or budgeted amounts) that may be provided by PricewaterhouseCoopers LLP without first obtaining specific pre-approvals from the Audit Committee or the Chair of the Audit Committee.

The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations.

Exhibits and Financial Statement Schedules

(a)(1) Financial Statements.

The consolidated financial statements of the Company are listed in the index under Part II, Item 8, of this Annual Report on Form 10-K.

(a)(2) Financial Statement Schedules.

All financial statement schedules for the Company have been included in the consolidated financial statements or the related footnotes, or are either inapplicable or not required.

(a)(3) Exhibits.

The following is a list of exhibits filed as part of this Annual Report on Form 10-K.

Exhibit Number Description

Incorporated by Reference

Form File No.

Exhibit Filing Date Filed/ Furnished herewith

Agreement and Plan of Merger, dated as of December 21, 2020, by and among the Company, Beam Merger Sub, Inc.

and Ouster, Inc.

(Incorporated by reference to the corresponding exhibit to the Companys Registration Statement on Form S-4 (File No.

333-251611), filed with the SEC on December 22, 2020).

Amended and Restated Memorandum and Articles of Association (Incorporated by reference to the corresponding exhibit to the Companys Current

Report on Form 8-K (File No.

001-39463), filed with the SEC on August 25, 2020).

Specimen Unit Certificate (Incorporated by reference to the corresponding exhibit to the Companys Registration Statement on Form S-l (File No.

333-240378), filed with the SEC on August 4, 2020).

Specimen Ordinary Share Certificate (Incorporated by reference to the corresponding exhibit to the Companys Registration Statement on Form

S-l (File No.

333-240378), filed with the SEC on August 4, 2020).

Specimen Warrant Certificate (Incorporated by reference to the corresponding exhibit to the Companys Registration Statement on Form S-l (File No.

333-240378), filed with the SEC on August 4, 2020).

Warrant Agreement between Colonnade Acquisition Corp.

and Continental Stock Transfer & Trust Company, dated as of August

20, 2020 (Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K (File No.

001-39463), filed with the SEC on August

Letter Agreement among Colonnade Acquisition Corp.

and BTIG, LLC, dated as of August

20, 2020 (Incorporated by reference to the corresponding exhibit to the Companys Current Report on Form 8-K (File No.

001-39463), filed with the SEC on August 25, 2020).

Investment Management Trust Agreement between Colonnade Acquisition Corp.

and Continental Stock Transfer

& Trust Company, dated as of August 20, 2020 (Incorporated by reference to the corresponding exhibit to the Companys Current Report on Form 8-K (File No.

001-39463), filed with the SEC on August 25, 2020).

Registration Rights Agreement among Colonnade Acquisition Corp., Colonnade Sponsor LLC and the holders signatory thereto, dated as of August 20,

2020 (Incorporated by reference to the corresponding exhibit to the Companys Current Report on Form 8-K (File No.

001-39463), filed with the SEC on

August 25, 2020).

Private Placement Warrants Purchase Agreement between Colonnade Acquisition Corp.

and Colonnade Sponsor LLC, dated as of August

20, 2020 (Incorporated by reference to the corresponding exhibit to the Companys Current Report on Form 8-K (File No.

001-39463), filed with the SEC on August 25, 2020).

Administrative Services Agreement by and among Colonnade Acquisition Corp.

and Colonnade Sponsor LLC, dated as of August

20, 2020 (Incorporated by reference to the corresponding exhibit to the Companys Current Report on Form 8-K (File No.

001-39463), filed with the SEC on August 25, 2020).

Form of Indemnity Agreement (Incorporated by reference to Exhibit 10.5 to the Companys Form S-1 Registration

Statement (File No.

333-240378), filed with the SEC on August 4, 2020).

Promissory Note, dated as of June

30, 2020 by Colonnade Acquisition Corp.

in favor of Colonnade Sponsor LLC, in the amount of $300,000 (Incorporated by reference to Exhibit 10.6 to the Companys Form S-1 Registration Statement (File No.

333-240378), filed with the SEC on August 4, 2020).

Securities Subscription Agreement by and among Colonnade Acquisition Corp.

and Colonnade Sponsor LLC, dated June

30, 2020 (Incorporated by reference to Exhibit 10.7 to the Companys Form S-1 Registration Statement (File No.

333-240378), filed with the SEC on August

Power of Attorney (included on signature pages herein).

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the

Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 9, 2021

COLONNADE ACQUISITION CORP.

Chief Executive Officer and Director

S-4/A 333-251611 2.1 2/10/2021

Certificate of Incorporation of Ouster, Inc.

S-4 POS 333-251611 3.1 3/10/2021

Bylaws of Ouster, Inc.

S-4 POS 333-251611 3.2 3/10/2021

Warrant Agreement, dated August 20, 2020, between Colonnade Acquisition Corp.

and Continental Stock Transfer & Trust Company , as warrant agrent

8-K 001-39463 4.1 8/25/2020

Specimen Warrant Certificate of the Registrant

S-1 333-240378

Description of Our Securities

Form of Indemnification Agreement

Amended and Restated Registration Rights Agreement, by and among Ouster, Inc.

and the holders party thereto

8-K 001-39463 10.2 3/15/2021

2021 Incentive Award Plan

8-K 001-39463 10.3 3/15/2021

Form of Stock Option Agreement under the 2021 Incentive Award Plan

8-K 001-39463 10.5(a) 3/15/2021

Form of Restricted Stock Unit Agreement under the 2021 Incentive Award Plan

Manufacturing Services Agreement, dated as of March 5, 2018, by and between Ouster, Inc.

and Benchmark Electronics, Inc

Lease, dated September 5, 2017, by and between Ouster, Inc.

and Mission Creative Ownership, LLC .

First Amendment to Lease, dated January 21, 2018, by and between Ouster, Inc.