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Item 1. Business

2024-03-28 compared with 2023-03-24 · 172 added, 165 removed, 253 unchanged (57% of the section changed)

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

is building the eyes of autonomy.

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.

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

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.

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.

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

• Automotive.

The automotive industry is continuing its rapid shift towards advanced/enhanced safety and autonomy features, powered by lidar.

We believe we are uniquely positioned to support 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.

• Industrial.

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 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.

• Smart infrastructure.

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.

Cities are prioritizing 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.

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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.

• 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 envision 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 lidar can empower 3D perception capabilities within robots, cars, trucks and drones, as well as factories, warehouses, roads, sidewalks, public spaces, retail stores, stadiums, docks, and airport terminals.

We believe our patented digital approach to lidar positions us 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 target markets.

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

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 broad software-defined customization enables us to introduce industry-specific applications and expand our product offerings with minimal changes to manufacturing or inventory.

Our main manufacturing partners are Benchmark Electronics, Inc.

(“Benchmark”) and Fabrinet USA Inc.

(“Fabrinet”).

(“Benchmark”) and 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, 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.

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

We believe that our lidar technology is a key enabler of sustainable solutions, empowering our customers to achieve greater levels of automation which have been shown to have the potential to significantly reduce global carbon dioxide emissions and help curb the effects of climate change.

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

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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.

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

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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.

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

As of December 31, 2023 we had 132 U.S.

issued patents and 109 pending applications along with 102 foreign issued patents and 264 pending applications.

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;

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

our digital lidar architecture combining VSCELs and SPADs;

our digital lidar architecture combining vertical cavity surface emitting lasers (“VCSEL”) and single photon avalanche diodes (“SPAD”);

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

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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 digital lidar systems are based on a simplified architecture that, combined with embedded software, provides high resolution and reliability for 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 acquired from the Velodyne Merger.

Custom system-on-a-chip (“SoC”) with 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.

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

This digital SPAD-

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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.

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 CMOS SoC for solid-state sensors.

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

Vertical cavity surface emitting laser (“VCSEL”) array

Vertical cavity surface emitting laser array

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

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

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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.

Embedded software

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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.

Lidar systems 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.

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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

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.

Introduced in 2018, 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.

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.

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

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

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• Horizontal resolution (@ 10 Hz):

up to ±1.0 cm

• Points per second (@128 channels):

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• Power consumption:

• Customization options:

• Environmental protection:

• Customization options:

• Illustrative use cases:

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

Autonomous trucking, Autonomous mining vehicles, Autonomous agricultural vehicles, Mapping, Autonomous buses, Autonomous drones, Traffic safety

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• Power consumption:

• Customization options:

• Environmental protection:

• Customization options:

• Illustrative use cases:

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

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.

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

For each of our other three OS models, we offer resolution options of 128 channels, 64 channels, or 32 channels.

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

These options for beam spacing are:

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

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.

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.

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.

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DF product line

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

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.

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

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

The DF series is also suitable for non-ADAS use cases where a full 360 degree field of view is not required.

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

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High resolution.

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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 expect to offer 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.

Velodyne product lines

We also offer certain surround-view lidar sensors that Velodyne previously marketed prior to our merger with Velodyne in February 2023.

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:

• Resolution options (channels):

• Range (@ 80% reflectivity):

• Field of View (FoV):

30° vertical FoV & 360° horizontal FoV

• Horizontal resolution (@ 10 Hz):

up to ±3.0 cm

• Points per second:

• Power consumption:

• Environmental protection:

• Customization options:

• Illustrative use cases:

Factory AGVs, Automated forklifts, Robotaxis, Building security, Autonomous shuttles, People counting

• Resolution options (channels):

• Range (@ 80% reflectivity):

• Field of View (FoV):

40° vertical FoV & 360° horizontal FoV

• Horizontal resolution (@ 10 Hz):

up to ±3.0 cm

• Points per second:

• Power consumption:

• Environmental protection:

• Customization options:

• Illustrative use cases:

Autonomous trucking, Robotaxis, Autonomous shuttles, Mapping, Traffic analytics, Building security

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Ouster Gemini

Ouster Gemini is a perception platform designed for smart infrastructure deployments like security and crowd analytics, and is optimized exclusively for Ouster’s digital lidar sensors.

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

The Ouster Gemini platform provides people and object detection, classification, and tracking for actionable, intuitive, and customizable insights while preserving personally identifiable information.

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

This approach has multiple advantages compared to other similar 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

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

The high resolution and improved range of our digital lidar sensors combined with a state of the art deep neural network based perception algorithms enhance the detection, classification, and tracking accuracy of the perception software.

Uninterrupted tracking .

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

Each sensor provides ten times more coverage than a camera based system.

Easy setup and administration .

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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.

Blue City is a Gemini-powered solution for traffic operations, planning, and safety.

Blue City provides real-time data analytics and predictions, which can be used to improve traffic and crowd flow efficiency, improve urban planning, advance sustainability, and protect vulnerable road users in a wide range of weather and lighting conditions.

Improve flow efficiency .

Connecting Blue City’s intelligent solution to existing traffic controllers helps optimize signal timing and traffic and crowd flow based on real-time, multimodal traffic data.

This can result in reduced traffic congestion, decreased vehicle delays, and maximized system capacity.

Improve urban planning .

Blue City can help improve mobility and urban growth management for all modes of transport with data-based decision-making insights on the volume, speed, and direction of pedestrians, cyclists, and vehicles.

Data analytics dashboard .

Blue City provides a user dashboard with actionable insights such as number of near misses, pedestrian crossing time estimates, illegal turn detection, and red-light violations.

Product Roadmap And Development

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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.

We have manufactured prototypes of our DF product line 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.

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We target four markets globally:

smart infrastructure;

and automotive.

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

automotive, industrial, robotics, and smart infrastructure.

For the year ended December 31, 2023, no single customer accounted for more than 10% of our revenue from product sales.

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

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Our customers in the automotive industry fall into two categories:

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

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

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

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

During the fiscal year ended December 31, 2023, a single customer developing level 4 autonomous vehicles accounted for more than 10% of our bookings in 2023.

Industrial Automation

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

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

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

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

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

Smart Infrastructure

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.

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

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

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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.

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

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:

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

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 lidar technology.

Powered by our lidar sensors and software solutions, our products provide 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.

Our Competitive Strengths

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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 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.

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.

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High performance at an affordable price

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

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

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

Large and diversified customer base

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.

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

We continue to diversify our customer base by solidifying our presence in automotive, industrial, robotics, and smart infrastructure, which we believe gives us key advantages.

First, our customer and market diversity add stability to our business and we are able to reduce our exposure to the risk of development delays or regulatory changes that may affect our sales to a single customer or in a particular market.

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

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

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Volume manufacturing today

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

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.

We outsource certain product lines to our manufacturing partners Benchmark and Fabrinet, both of which have manufacturing facilities in Thailand.

We believe these relationships provide multiple benefits, including allowing us to reduce our operating costs and the ability to leverage our partners’ manufacturing capacity to quickly respond to changes in demand.

Digital solid-state technology positioned to capture automotive scale

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Innovation is central to our corporate culture.

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.

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

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

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

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

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Our Growth Strategies

Our growth strategy is based upon three components:

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

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

the attractive performance and cost economics of our digital lidar technology, accelerating adoption with our software solutions, and focused commercial execution.

Today, our digital lidar technology powers OS and DF sensors that are high performance, highly customizable, reliable, and cost competitive.

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

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

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

We believe our software solutions for multiple end markets present a significant growth opportunity.

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.

For customers who historically rely on other sensor modalities or lack technical expertise, the introduction of software such as Ouster Gemini can catalyze the adoption of lidar by lowering the engineering resources required to transform raw data into actionable insights.

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

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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

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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

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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

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

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.

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

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.

Grow sales volumes from existing accounts

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

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

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

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

Commercialize digital lidar for emerging automotive opportunities

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 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 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.

Expand our partner ecosystem

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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.

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Strengthen our worldwide sales and marketing presence

To further grow our market share in our target markets, we intend to opportunistically scale 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.

Pursue strategic transactions

We have explored and may continue to explore strategic acquisitions, mergers or other transactions as a means to improve our competitive position.

For example, in February 2023, we completed our merger of equals with Velodyne which helped 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 more expansive use cases for our products, provide greater access to target markets, improve our operating efficiency, or accelerate our product roadmap.

Manufacturing

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.

We have invested a significant amount of time and resources in streamlining our production process.

Our current key manufacturing partners are Benchmark and Fabrinet, with whom we have had established relationships for multiple years.

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

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.

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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.

We continue to invest 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 costs.

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

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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.

AEye, Aeva Inc., Cepton Technologies, Innoviz Technologies, Hesai Technology, Luminar Technologies, MicroVision, Pepperl+Fuchs, Quanergy, RoboSense, Seyond, and SICK.

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

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.

Our software products may also compete against companies that provide standalone software solutions.

Sales And Marketing

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

We maintain a global sales presence across the Americas, Europe, Middle East and Asia-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 continue to maintain a robust sales and marketing team to meet the demands of our existing customers and expect to expand our sales efforts 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.

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

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Research and Development

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

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

Our research and development activities are primarily based in San Francisco, California;

Ottawa, Canada;

and Edinburgh, Scotland.

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

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

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

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

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

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

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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 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.

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

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

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

Adherence to 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.

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

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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.

Similar to companies operating in industries similar to ours, 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.

Finally, the SEC recently adopted rules that will require companies to provide certain climate-related disclosures.

While we are still assessing the scope and impact of this rule given how recently it was adopted, we anticipate that this rule, as well as other ESG and sustainability-related regulation and legislation, may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls and impose increased oversight obligations on our management and board of directors.

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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.

As of December 31, 2023, we employed 202 people on a full-time basis in the United States and 88 people on a full-time basis internationally, either directly through our international subsidiaries or through a professional employer organization.

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

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

Diversity and Inclusion.

Diversity, Inclusion and Belonging.

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.

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Employee engagement.

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.

We prioritize employee engagement and value employee feedback, which we gauge through an annual employee engagement survey that helps us 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 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.

We offer what we consider attractive compensation and benefit packages, which may include depending on location and eligibility, annual bonuses, paid time-off, 401(k) and Company match (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, 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

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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 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 filings with the SEC can also be accessed through the SEC’s website at http://www.sec.gov .

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.

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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