Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock and warrants are traded on the NYSE under the symbols “OUST” and “OUST-WS”, respectively.
Holders
As of February 28, 2022, there were 192 registered holders of record of our common stock. The actual number of stockholders of our common stock is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares of common stock are held in street name by banks, brokers and other nominees.
Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser
Since January 1, 2021, we have made sales of the following unregistered securities:
a. On March 11, 2021, we issued 1,767,060 restricted stock units to certain of our directors concurrently with the closing of the Business Combination;
b. On March 11, 2021, we issued 10,000,000 shares of common stock to certain qualified institutional buyers and accredited investors that agreed to purchase such shares in connection with the Business Combination for aggregate consideration of $100,000,000; and
c. On October 22, 2021, we issued 9,987,096 shares of common stock as consideration for the acquisition of Sense, inclusive of 823,114 shares underlying assumed options and 1,573,399 shares which have been initially held back by the Company for purposes of satisfying any post-closing purchase price adjustments and indemnification claims under the merger agreement to acquire Sense. In addition, 4,490,980 restricted stock units issued to employees of Sense immediately prior to the acquisition as retention incentives were assumed by the Company pursuant to such merger agreement.
We issued the foregoing securities in transactions not involving an underwriter and not requiring registration under Section 5 of the Securities Act of 1933, as amended, in reliance on the exemption afforded by Section 4(a)(2) thereof.
Performance Graph
The following graph and table illustrate the total return from March 12, 2021 through December 31, 2021, for (i) our common stock, (ii) the Russell 2000 Index, (iii) Luminar Technologies, Inc. (“LAZR”), and (iv) Velodyne Lidar, Inc. (“VLDR”). The lidar sector is emerging and we anticipate additional comparable companies, which presently have limited trading history, to be included in the performance graphs in the ensuing years. Accordingly, the graph below benchmarks Ouster stock trading performance to other leading lidar companies. The graph and the table assume that $100 was invested on August 21, 2020 in each of our common stock, the Russel 2000 Index, LAZR and VLDR, and that any dividends were reinvested. The comparisons reflected in the graph and table are not intended to forecast the future performance of our stock and may not be indicative of our future performance.
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Ta ble of C ontents
Dividend Policy
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.
Use of Proceeds
On August 25, 2020, CLA consummated an initial public offering of 20,000,000 units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant (the “Units”). The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000. BTIG acted as sole book-running manager, of the initial public offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-240378). The Securities and Exchange Commission declared the registration statement effective on August 20, 2020. The proceeds from the initial public offering were used as consideration for the Merger.
Item 6. [Reserved]