What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-03-24 compared with 2022-02-28 · 235 added, 215 removed, 183 unchanged (71% of the section changed)

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

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

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

automotive, industrial automation;

smart infrastructure and robotics.

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

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

Ta ble of C ontents

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We are a leading global provider of lidar sensors for the automotive, industrial, robotics, and smart infrastructure industries.

Ouster’s products include high-resolution scanning and solid-state digital lidar sensors, Velodyne Lidar sensors, and software solutions.

We believe that our digital lidar sensors are one of the highest performing, lowest cost solutions available today, which we believe positions us at the center of a global revolution in autonomy.

We anticipate that 3D vision technologies, coupled with artificial intelligence, will power new autonomous technologies that in turn will fundamentally disrupt business models across many existing industries and also enable entirely new industries and capabilities.

Our four target markets each have unique use cases for our lidar sensors:

• Our industrial customers use our lidar sensor to increase safety and automate operations across the global supply chain, in material handling vehicles at ports and warehouses, in off-highway vehicles in mines and on farms, and in manufacturing equipment in factories.

• Our smart infrastructure customers are in both the public and private sector.

Cities value increasing safety and efficiency through the use lidar technology on traffic lights and warning systems.

In this sense, we believe our products can enhance public welfare through security and smart city applications.

Security companies are also looking to improve intrusion detection and tracking by augmenting existing CCTV systems with the spatial tracking capabilities of lidar.

We believe these markets present a significant growth opportunity for us, as they touch many aspects of our daily lives.

• The automotive industry is continuing its rapid shift towards advanced/enhanced safety and autonomy features, powered by lidar, and we believe we are uniquely positioned, with our solid-state digital lidar product lines, to enable this transformation.

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

• Our robotics customers are pioneering an automated future that can affect many aspects of our daily lives as they take on tasks that are redundant, cumbersome, expensive or dangerous for humans.

We envision a future where lidar-powered solutions are widespread, with useful and affordable 3D perception capabilities embedded within robots, cars, trucks and drones, as well as factories, buildings, stoplights, retail stores, stadiums, docks, and airport terminals.

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

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

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

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

(“Benchmark”).

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

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

With broad software-defined customization, we are able to deliver new stock keeping units (“SKUs”) for industry-specific applications, expanding our product offerings with minimal manufacturing or inventory changes.

Our main manufacturing partners are Benchmark Electronics, Inc.

(“Benchmark”) and Fabrinet USA Inc.

(“Fabrinet”).

Benchmark and Fabrinet manufacture the majority of our products, which we expect will reduce our product costs and allow us to rapidly scale production to meet our anticipated product demand.

Based on cost quotes for our products in mass production, we anticipate our manufacturing costs per unit will decrease as production volumes increase.

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

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

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

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

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

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

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

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

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

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

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

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

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

Ta ble of C ontents

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

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

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

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

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

Digital Lidar Technology

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

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

Likewise, smart city initiatives powered by lidar can better manage traffic, reduce commute times, and further reduce emissions.

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

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

We believe our patented digital approach to lidar

Table of C ontents

positions us well to be at the epicenter of this societal shift, and we anticipate that our software-defined product architecture can accelerate adoption and unlock more applications for lidar in our focus markets.

On February 10, 2023, Ouster completed the merger (the “Velodyne Merger”) with Velodyne Lidar, Inc.

(“Velodyne”) pursuant to the terms of the Agreement and Plan of Merger, dated as of November 4, 2022 (the “Velodyne Merger Agreement”).

We expect that the combined company will result in an enhanced suite of product offerings, grow our diverse customer base, increase operational efficiencies, reduce our production costs, improve our path to profitability, and strengthen our future financial position.

Intellectual Property

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

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

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

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

Being at the forefront of innovation in the lidar market depends in part on our ability to obtain and maintain patents and other proprietary rights relating to our key technology, and our ability to successfully enforce these rights against third parties.

We currently have proprietary intellectual property for both our digital and analog products, including in our embedded software, real-time 3D vision for autonomous systems, manufacturing processes and calibration methodology.

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

We protect our proprietary rights through agreements with our commercial partners, supply chain vendors, employees, and consultants, and by closely monitoring the developments and products in the industry;

and in addition to actively seeking patent protection covering inventions originating from us, we continually evaluate opportunities to acquire or in-license patents to the extent we believe such patents are useful or relevant to our business.

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

Patented digital lidar architecture

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

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

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

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

our digital lidar architecture combining VSCELs and SPADs;

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

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

We believe these technology breakthroughs are central to our competitive advantage and dramatically improve sensor performance.

Our digital lidar systems are based on a simplified architecture that achieves high resolution and reliability.

Our digital lidar sensors have three main technologies that, combined with embedded software, power our high-performance Ouster Sensor (“OS”) and Digital Flash (“DF”) product lines.

We also plan to continue to manufacture certain analog sensors of the Puck family and the Alpha Prime that we inherited from the Velodyne Merger.

Patented micro-optical system

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

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

We believe this breakthrough intellectual property gives us significant competitive advantages over other companies.

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

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

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

In our “OS” product line, we are currently on our fifth-generation SoC, “L3”, which combines significant processing power with a 128-channel SPAD array onto a single piece of silicon and powers all of our REV7 products.

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

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

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

This digital SPAD-

Table of C ontents

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

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

In 2021, we announced our second generation DF SoC, “Chronos”.

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

3 unchanged sentences

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

Patented micro-optical system

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

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

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

Embedded software

1 unchanged sentence

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

Ta ble of C ontents

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

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

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

Our Product Portfolio

Using an array of eye-safe lasers, our lidar solutions measure distances in the environment at the speed of light.

Unlike camera-based solutions, lidar solutions allow machines to see in 3D by providing precise distance measurements of surrounding objects.

Lidar also performs better than cameras in low light conditions and produces fewer errors.

Compared to radar, lidar provides better resolution, perceiving objects’ shapes for superior object detection and classification.

Lidar systems currently being tested are designed to detect pedestrians equally well during daytime and nighttime conditions because the systems provide self-illumination by means of laser beams.

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

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

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

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

In February 2023, Ouster merged with Velodyne, a global player in lidar sensors solutions.

As a result, we currently offer two digital lidar product lines, the “OS” scanning sensors, the “DF” solid-state flash sensors, and certain analog sensors of the Puck family and the Alpha Prime.

OS Product line

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

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

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

The OS product line, based on our fifth-generation L3 SoC, is available in four different models to meet the needs of our end customers.

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

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

Ta ble of C ontents

On October 19, 2022, we announced the launch of our newest OS series scanning sensors, REV7, powered by our next-generation L3 chip.

REV7 features the all-new OSDome sensor, as well as upgraded OS0, OS1, and OS2 sensors that deliver double the range, enhanced object detection, increased precision and accuracy, and greater reliability.

The new REV7 sensors offer performance upgrades that we believe will enhance our market opportunity, driven by new opportunities for longer-range and mapping applications.

Table of C ontents

• Resolution options (channels):

• Range (@ 80% reflectivity):

• Field of View (FoV):

90° vertical FoV & 360° horizontal FoV

• Horizontal resolution (@ 10 Hz):

• Points per second (@128 channels):

• Power consumption:

• Environmental protection:

• Customization options:

• Illustrative use cases:

Factory AGVs, Automated forklifts, Building security, Crowd analytics, Retail analytics

• Resolution options (channels):

32, 64 and 128

• Range (@ 80% reflectivity):

• Field of View (FoV):

1 unchanged sentence

• Horizontal resolution (@ 10 Hz):

up to ±1.0 cm

• Points per second (@128 channels):

6 unchanged sentences

32, 64 and 128

• Range (@80% reflectivity):

45° vertical FoV & 360° horizontal FoV

1 unchanged sentence

• Precision :

up to ±0.5 cm

• Points per second :

3 unchanged sentences

• Illustrative use cases:

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

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

Table of C ontents

• Resolution options (channels):

32, 64 and 128

• Range (@ 80% reflectivity):

22.5° vertical FoV & 360° horizontal FoV

• Horizontal resolution (@ 10 Hz):

up to ±2.5 cm

• Points per second (@128 channels):

3 unchanged sentences

• Illustrative use cases:

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

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

Product customization

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

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

The OSDome offers resolution options of 64 and 128 lines vertically, each in a uniform beam spacing configuration.

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

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

2 unchanged sentences

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

Ta ble of C ontents

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

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

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

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

Through our existing and future embedded software, and as a result of our enhanced operational capacity stemming from the Velodyne Merger we anticipate offering additional customizable options to our customers as demand increases.

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

Table of C ontents

DF product line

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

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

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

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

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

The solid-state DF series is a leader in the market with superior reliability, durability, and affordability.

The DF series is designed to meet automaker requirements for advanced driver assistance systems (“ADAS”) and automated driving, while seamlessly integrating into the vehicle architecture and design.

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

4 unchanged sentences

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

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

The solid-state DF product line is highly manufacturable and offers the durability, reliability, and affordability needed for automotive series production.

We are offering individual solid-state sensors as well as a multi-sensor lidar suite at a price point that we believe could enable broad adoption in consumer vehicles.

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

Velodyne Lidar Sensors

We also offer certain surround-view lidar sensors that Velodyne previously marketed.

These products are listed below and support numerous end applications, including autonomous vehicles, drones, security, mobile robots and mapping.

Alpha Prime (VLS-128) is capable of 300-meter range.

It is specifically designed for autonomous driving and advanced vehicle safety at highway speeds.

This lidar sensor incorporates 128 lasers and provides real-time 3D data up to 0.1-degree vertical and horizontal resolution.

The Alpha Prime provides a superior combination of range, resolution and precision to enable Level 4 and Level 5 autonomous vehicles to function both at highway speeds as well as in low-speed urban environments.

This product was recognized at the Pace Automotive Award in 2019.

Ultra Puck (VLP-32) is the third generation of the Puck family.

The high-density, long-range image generated by the Ultra Puck makes it a desirable solution for robotics, mapping, security, driver assistance and autonomous navigation.

The Ultra Puck also enables our Intelligent Infrastructure Solutions (“IIS”) (discussed below under the Software section).

Ultra Puck uses 32 lasers to double the range and resolution of its predecessor at a range of up to 200 meters.

Ultra Puck also introduces firing exclusion and advanced features designed to minimize false positives.

Puck (VLP-16) offers 16 lasers and a 100-meter range.

Developed with mass production and affordability in mind, the Puck retains the multi-laser design while offering lower power consumption, a lighter weight and a more compact footprint at an attractive price point, making it suitable for low-speed autonomy and driver assistance applications.

Puck Hi-Res (VLP-16 Hi-Res) is a further iteration of the original Puck and is designed for applications requiring high image resolution.

While also retaining surround view and 100-meter range, this sensor compresses the vertical field-of-view from 30 degrees to 20 degrees for a tighter laser distribution spaced at 1.33 degrees instead of 2.00 degrees.

This design delivers more details in the 3D image at longer ranges and enables the host system to not only detect, but also better identify objects at these greater distances.

Ouster Software

Ouster Gemini is a perception platform designed for deployments in crowd analytics, security, retail analytics, and intelligent transportation systems (ITS), and is optimized exclusively for Ouster’s digital lidar sensors.

The Gemini platform consists of OS series lidar sensors, edge processor hardware, and perception software.

The Ouster Gemini platform works by detecting and classifying humans in an indoor space such as a retail store or an outdoor space such as a high-security perimeter.

Gemini enables our customers to track people through a covered area which can be expanded by meshing lidar sensors together to form a single, cohesive 3D view.

This approach has several advantages compared to other people tracking and security solutions, and can be used to replace or enhance existing camera, radar, or RF beacon-based systems:

Detection accuracy .

Gemini perception software is specifically optimized to take advantage of the rich and robust data provided by Ouster’s digital lidar sensors.

The high resolution and improved range of our digital lidar sensors enhance the detection, classification, and tracking accuracy of the perception software.

Ouster’s newest digital lidar

Table of C ontents

sensors also enable significantly improved detection performance in low-light and adverse weather conditions as compared to earlier models.

Uninterrupted tracking .

Gemini enables seamless tracking of objects across an entire area.

Users can easily mesh multiple lidar sensors together within the Gemini software interface, allowing a seamless 3D view of object movement throughout the space.

Easy setup and administration .

The simplicity of the Gemini platform, along with its intuitive user interface, enables customers to install, configure, and maintain the system with ease.

Privacy-preserving .

Gemini does not output any personally identifiable information, allowing customers to deploy advanced monitoring systems in public or sensitive areas without privacy concerns.

BlueCity AI software enables users to monitor traffic networks and public spaces and generates real-time data analytics and predictions, which we believe can be used to improve traffic and crowd flow efficiency, advance sustainability and protect vulnerable road users in a wide range of weather and lighting conditions.

Product Roadmap And Development

Our digital lidar technology is core to our products.

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

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

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

Ta ble of C ontents

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

We currently expect that our future digital lidar product developments will be primarily driven by improvements to our semiconductors—the receiver SoC and VCSEL laser array— with little to no impact on the designs or architecture of our sensors.

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

Our product roadmap primarily consists of designing, building, and integrating improved semiconductors into the OS product line, which we anticipate will improve the range and resolution of our sensors, among other features, without substantial changes to the form factor of our sensors.

We have already shipped functional forward-facing prototypes for the automotive ADAS market.

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

3 unchanged sentences

and automotive.

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

In total, we shipped sensors to over 690 customers in 2022 across these diversified use cases.

For the year ended December 31, 2022, no single customer accounted for more than 10% of our revenue from product sales.

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

Following the Velodyne Merger, the combined company now supports over 850 customers in approximately 50 countries.

Industrial Automation

Our customers in the industrial market are generally engaged in the manufacturing, operation, or after-market modification of heavy industrial machinery, which includes automated guided vehicles (“AGVs”), autonomous mobile robots (“AMRs”), mining vehicles, large material handling vehicles such as forklifts, construction vehicles, agricultural vehicles, and port machinery among other machines.

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

1 unchanged sentence

Smart Infrastructure

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

Our customers in the smart infrastructure market are generally engaged in monitoring and analyzing pedestrian and vehicle movements for the purpose of providing building security, tracking and analyzing human movement patterns and improving roadway safety and efficiency.

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

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

Unlike traditional cameras, our lidar sensors provide accurate spatial data in low lighting conditions while safeguarding privacy concerns.

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

Powered by our lidar sensors and software solutions, give smart infrastructure customers the ability to detect, classify, and track people and vehicles through an easy to use software user interface, allowing them to interact with lidar data indirectly and in a task-relevant manner.

Table of C ontents

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

1 unchanged sentence

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

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

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

Our customers in the automotive industry fall into two categories:

2 unchanged sentences

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

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

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

Our Competitive Strengths

1 unchanged sentence

Patented digital lidar technology

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

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

Since we invented and patented our digital lidar technology in 2015, we have launched a suite of products built on a shared architecture.

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

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

Ta ble of C ontents

an orders-of-magnitude increase in detector efficiency.

Moreover, our patented micro-optical system increases digital lidar performance by the equivalent of an orders-of-magnitude increase in detector efficiency.

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

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

The Sense acquisition and the Velodyne Merger have enabled us to acquire additional intellectual property, which we believe will continue to distinguish us in the lidar space and provides a strong foundation for our DF sensors.

High performance at an affordable price

5 unchanged sentences

Large and diversified customer base

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

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

As our integration with Velodyne’s operations progresses, we continue to diversify our customer base by solidifying our presence in all four of our targeted markets, which we believe gives us several advantages.

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

2 unchanged sentences

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

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

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

Table of C ontents

Volume manufacturing today

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

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

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

We are expanding our manufacturing capacity by outsourcing manufacturing to the Thailand facility of our manufacturing partners Benchmark, Fabrinet and other third-party suppliers.

We believe these relationships provide multiple benefits, including the ability to leverage our partners’ manufacturing capacity to help us scale our production.

Digital solid-state technology positioned to capture automotive scale

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

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

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

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

Highly reliable and rugged technology

1 unchanged sentence

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

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

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

Ta ble of C ontents

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

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

Comprehensive IP portfolio

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

We own numerous issued patents and pending patent applications.

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

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

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

Visionary management team

Innovation is central to our corporate culture.

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

Ouster’s co-founders Angus Pacala and Mark Frichtl have almost two decades of combined experience in lidar engineering.

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

8 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

For existing lidar users, software has the potential to decrease development time and improve system performance.

For customers who historically rely on other sensor modalities or lack technical expertise, the introduction of software such as Ouster Gemini can catalize the adoption of lidar by processing the raw lidar data and outputting abstracted data in a user-friendly interface.

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

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

Key elements of our growth strategy include:

Pursue strategic transactions

We have explored and may continue to explore strategic acquisitions, mergers or other transactions as a means to complement our technology and digital lidar architecture.

For example, in February 2023, we completed our merger of equals with Velodyne which we expect will help us to strengthen our financial position, technology portfolio and software offering.

While we see significant and growing demand for our products today, we believe such transactions can create

Table of C ontents

more expansive use cases for our products, provide greater access to our current target markets, or enable us to access additional markets.

Expand our distribution network

While the majority of our sales are direct to customers, we also sell our sensors through a domestic and international distribution network, which has expanded as a result of the recent Velodyne Merger.

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

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

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

Execute on our product roadmap

1 unchanged sentence

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

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

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

Commercialize digital lidar for emerging automotive opportunity

Ta ble of C ontents

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

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

Increase investment in software development

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

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

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

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

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

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

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

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

Expand our worldwide sales and marketing presence

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

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

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

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

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

For example, following our recent merger with Velodyne, we now support over 850 customers in approximately 50 countries.

Grow sales volumes from existing accounts

3 unchanged sentences

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

Expand our distribution network

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

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

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

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

Expand our partner ecosystem

2 unchanged sentences

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

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

Pursue strategic acquisitions

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

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

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

Ta ble of C ontents

We intend to further develop complementary solutions and integration services that we believe will provide potential customers with the requisite technical know-how and we expect that this will accelerate our sales growth.

Manufacturing

We have invested significant time in streamlining our production process.

We have invested a significant amount of time and resources in streamlining our production process and additional efforts will be required as we continue to integrate our operations with those of Velodyne.

Our current key manufacturing partners include Benchmark and Fabrinet.

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

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

Ouster has also invested in building manufacturing process control systems.

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

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

Benchmark Manufacturing Services Agreement

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

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

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

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

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

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

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

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

We have also invested in building manufacturing process control systems, which provide real-time production information on the sensors produced in Thailand through integrated data stores and dashboards.

This streamlined production process aims at lowering manufacturing, labor and overhead cost per unit.

Table of C ontents

There is an increasing demand for lidar to help advance automated systems with the intended goal of increasing safety, improving efficiency and enhancing productivity.

Lidar’s status as a critical sensor in many applications gives us the opportunity to add enhanced value to customers by providing comprehensive solutions.

There is increasing adoption of lidar across a wide variety of industries.

We believe there is a continual need to increase accuracy for 3D mapping information to understand the surrounding environment and movement patterns to improve transportation logistics and enhance traffic efficiency.

As a result, we compete against several companies developing lidar solutions for incorporation into these developing applications, some of which may be similar to ours.

Our competitors may include and are not limited to:

AEye, Aeva Inc., Cepton Technologies, Innoviz Technologies, Hesai Technology, Luminar Technologies, MicroVision, RoboSense, and SICK.

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

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

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

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

Although we believe our line of products and innovation support position us as a leader in the lidar market, we will continue to face competition from existing, established market competitors with greater resources and new companies developing lidar solutions for the industrial, smart infrastructure, robotics and automotive industries.

Sales And Marketing

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

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

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

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

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

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

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

We maintain a global sales presence across the Americas, Europe, Middle East, Africa, and Asia and Pacific markets.

We sell directly to the majority of our customers and have also developed a global network of active distributors to sell, install and support our solutions.

Our commercial team is made up of experienced leaders who have been developing a focused sales organization geared towards ramping our sales pipeline.

We continue to expand our sales efforts to grow orders from existing customers and market our products to attract new customers.

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

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

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

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

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

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

Through customer feedback, industry events and strategic relationships, we continue to identify the evolving needs of our customers and, as a result, develop new and improved solutions.

In addition, we have a robust social media presence and are investing in various digital marketing strategies and tools to further reach customers as well as build our brand.

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

Ta ble of C ontents

Research and Development

6 unchanged sentences

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

Intellectual Property

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

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

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

We own numerous issued patents and pending patent applications.

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

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

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

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

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

our digital lidar architecture combining VSCELs and SPADs;

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

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

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

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

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

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

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

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

Government Regulation

While the U.S.

has historically provided a positive legal landscape that allows safe testing and development of autonomous features, with nuances that vary from state to state, we are subject to the non-exhaustive list of regulations set forth below.

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

5 unchanged sentences

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

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

Based upon successful evaluations of the applicable laser products, followed by

Table of C ontents

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

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

6 unchanged sentences

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

Ta ble of C ontents

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

3 unchanged sentences

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

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

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

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

air emissions;

use of recycled materials;

energy sources;

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

and the remediation of environmental contamination.

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

We are subject to the requirements of the federal Occupational Safety and Health Administration, as amended, (“OSHA”), and comparable international, state and local laws that protect and regulate employee health and safety.

Finally, as companies operating in similar industries, we are subject to environmental regulation, including water use, air emissions, use of recycled materials, energy sources, the storage, handling, treatment, transportation and disposal of hazardous materials and the remediation of environmental contamination.

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

Human Capital Management

Human Capital

As of December 31, 2022, we employed approximately 200 people on a full-time basis in the United States and 70 people on a full-time basis internationally, either directly through our international subsidiaries or through a professional employer organization.

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

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

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

We also engaged a certain number of consultants and independent contractors to supplement our permanent workforce.

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

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

Diversity and Inclusion.

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

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

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

Employee engagement.

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

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

Compensation and Benefits.

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

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

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

Additional Information

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

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

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

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

In March, 2021, CLA reincorporated in

Table of C ontents

Delaware and consummated a merger with OTI pursuant to an Agreement and Plan of Merger, dated as of December 21, 2020.

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

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

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

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

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

Our website and the information included in or linked to our website are not part of this Annual Report on Form 10-K or any other report we file with, or furnish to, the SEC.

Table of C ontents

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

What changed 10-K

Item 1. Business