What changed in this filing

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Item 1. Business

2025-03-21 compared with 2024-03-28 · 93 added, 184 removed, 241 unchanged (53% of the section changed)

is building the eyes of autonomy.

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

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

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 anticipate that 3D vision technologies, coupled with artificial intelligence, will power autonomy that in turn will fundamentally disrupt business models across many existing industries and 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.

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• Automotive.

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

The automotive industry is shifting towards advanced/enhanced safety and autonomy features, in part powered by lidar.

We believe we are uniquely positioned to support this transformation.

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• 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 industrial customers use our lidar sensors to increase safety and automate operations across the global supply chain.

This includes material handling vehicles at ports and warehouses, off-highway vehicles in mines and on farms, and 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 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.

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.

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.

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

Cities are prioritizing safety and efficiency through the use of lidar technology on roads and sidewalks in public spaces.

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 closed-circuit television (CCTV) systems with the spatial tracking capabilities of lidar.

We believe these markets present a significant growth opportunity for us.

We envision a future where our digital technology enables lidar to become universal, empowering 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 and our ongoing development of perception, analytics, mapping, and localization software will better position us in this changing environment.

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

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.

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

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”).

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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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.

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

Since our inception, we have heavily invested in our patent portfolio by pursuing comprehensive coverage of invention families, use cases, and 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 currently have proprietary intellectual property for both our digital and analog products and solutions, including in our 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.

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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.

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;

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.

and in addition to 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:

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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, 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.

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.

In our Ouster Sensor (“OS”) product line, we are currently on our “L3” generation of SoC, 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 CMOS SoC for solid-state sensors.

Our Digital Flash (“DF”) lidar is under development and utilizes 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.

Powered by this chip, the solid-state DF lidar 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 industrial and automotive OEMs.

Vertical cavity surface emitting laser array

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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

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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.

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Embedded software

Our existing embedded software is field-upgradeable, which enables us to customize and improve our sensor’s capabilities.

Our existing embedded software is field-upgradeable, which enables us to customize and improve our sensors’ capabilities.

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.

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

Our Product Portfolio

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

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.

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

In February 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.

As a result, we currently offer the OS and Velodyne scanning sensors and are developing the DF solid-state flash sensors.

OS Product line

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.

Introduced in 2018, the OS product line 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.

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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• Resolution options (channels):

• Range (@ 80% reflectivity):

• Field of View (FoV):

90° vertical FoV & 360° horizontal FoV

• Horizontal resolution (@ 10 Hz):

up to ±1.0 cm

• 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):

90° vertical FoV & 360° horizontal FoV

• Horizontal resolution (@ 10 Hz):

up to ±1.0 cm

• Points per second (@128 channels):

• Power consumption:

• Environmental protection:

• Customization options:

• Illustrative use cases:

Factory AGVs, Automated forklifts, Robo-taxis, Building security, Autonomous shuttles, Anonymous People counting

• Resolution options (channels):

32, 64 and 128

• Range (@80% reflectivity):

45° vertical FoV & 360° horizontal FoV

• Horizontal resolution (@ 10 Hz) :

• Precision :

up to ±0.5 cm

• Points per second :

• Power consumption:

• Environmental protection:

• Customization options:

• Illustrative use cases:

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

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• 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):

• Power consumption:

• Environmental protection:

• Customization options:

• Illustrative use cases:

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.

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:

uniform (evenly distributed channels), gradient (denser channels around the center of the vertical field-of-view and sparser by the top and bottom edges), below horizon (evenly spaced on the bottom half of the field of view), and above horizon (evenly spaced in the top half of the field-of-view).

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

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.

DF product line

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

In 2022, we launched our REV7 OS series scanning sensors powered by our L3 chip.

Compared to our earlier generation sensors, REV7 delivers double the range, enhanced object detection, increased precision and accuracy, and greater reliability.

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

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

High resolution.

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

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.

The solid-state DF series is designed to be highly manufacturable and to offer durability, reliability, and affordability.

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.

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.

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.

• 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

We also offer certain surround-view lidar sensors that Velodyne previously marketed prior to the Velodyne Merger.

These scanning lidar products include the VLP-16, VLP-16 Lite, VLP-16 Hi-Res, VLP-32, and VLS-128, and are in the final stages of their product lifecycle.

We plan to stop manufacturing these products in 2025.

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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.

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.

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

BlueCity 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.

Connecting BlueCity’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.

BlueCity 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.

BlueCity 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

We continue to invest in growing our digital lidar product portfolio and increasing the capabilities of our software solutions.

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 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.

Our digital lidar 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 manufactured prototypes of our DF sensors for the automotive ADAS market.

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

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

Our software solutions include BlueCity for intelligent transportation systems, and Ouster Gemini for security, logistics automation, and crowd monitoring.

We continue to work to improve the performance and expand the capabilities of these platforms through our artificial intelligence perception software and application-specific integrations, analytics, and dashboards.

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Our Customers

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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.

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For the year ended December 31, 2024, one customer accounted for more than 10% of our revenue from product sales.

Our customers in the automotive industry fall into two categories:

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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 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, 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 lidar sensors and software solutions 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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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.

Our proprietary SoC replaces hundreds to thousands of discrete components with a single, tightly-integrated, custom 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 an orders-of-magnitude increase in detector efficiency.

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High performance at an affordable price

As we introduce future generations of our proprietary SoC, we expect to be able to offer improved resolution, range, precision, reliability, and unlock new data types.

Our simple digital architecture shared across our products results in a single manufacturing process and common supply chain for all of our sensor models that we believe results in cost advantages that help us offer lower prices to our customers while maintaining gross margins.

As we introduce future generations of our proprietary SoC, we expect to be able to offer improved resolution, range, precision, and reliability, and unlock new data types.

Our simple digital architecture shared across our products has allowed for a single manufacturing process and common supply chain for all of our sensor models that we believe results in cost advantages that help us offer lower prices to our customers while maintaining gross margins.

Flexible and scalable product architecture

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 industry-specific applications, expanding our product offering without requiring significant manufacturing or inventory changes.

Our products employ a software-defined architecture, enabling low-cost development of new industry-specific applications, and a simple shared hardware architecture for scalable manufacturing.

Large and diversified customer base

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.

We have diversified and strive to continue to diversify our customer base by growing our business in automotive, industrial, robotics, and smart infrastructure, which we believe gives us key advantages.

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.

Volume manufacturing today

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

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

We designed our technology for high-volume manufacturing.

At our San Francisco, California facility, we manufacture sensors, including new product introductions and Buy America and Buy American-compliant sensors.

While we continue to manufacture certain sensors in San Francisco, the Company outsources higher volume product manufacturing 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

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.

Digital solid-state technology positioned to capture high volume OEM opportunities

We expect that our prospective 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 requirements and lead to production wins and growth in this segment.

Highly reliable and rugged technology

In addition to high performance, comparatively low cost, and high customization flexibility, our sensors are designed to be highly reliable.

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 of our sensors.

We believe Ouster has one of the lowest field failure rates in the industry, which reduces the total cost of ownership of our sensors and we believe results in greater loyalty of our customers to our products.

Visionary management team

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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

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

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

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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.

Commercialize digital lidar for emerging high volume OEM opportunities

We believe that our solid-state DF sensor will meet industry requirements for performance, cost, and reliability in high volume OEM applications.

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

Expand our distribution network

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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

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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.

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Pursue strategic transactions

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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.

While we see significant and growing demand for our products today, we believe selective 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.

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

Our San Francisco, California facility manufactures sensors, including new product introductions;

Buy America and Buy American-compliant sensors.

For higher volume manufacturing where we can leverage bigger companies’ resources, we have invested in relationships with key manufacturing partners Benchmark and Fabrinet.

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

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.

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.

We continue to invest in building manufacturing process control systems, which provide real-time production information on the sensors produced at the facilities in Thailand and San Francisco through integrated data stores and dashboards.

This streamlined production process aims at lowering manufacturing costs.

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Our competitors may include and are not limited to:

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

AEye, Aeva Inc., Cepton, Hesai Technology, Innoviz Technologies, Koito Manufacturing Co.

Ltd., Luminar Technologies, MicroVision, Pepperl+Fuchs, Quanergy, RoboSense, Seyond, and SICK.

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

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Sales And Marketing

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.

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

We sell directly to many 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.

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

We focus our efforts on the development of digital lidar technology, software functionality, solutions, and innovative manufacturing technologies.

We focus our efforts on the development of digital lidar technology, developer tooling, software solutions, and innovative manufacturing technologies.

The research and development team also partners with our operations and supply chain teams to develop scalable and reliable manufacturing processes and aid in supply chain planning and diversification.

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Such applications require that our products comply with the applicable regulations and standards, including, but not limited to, functional safety, cybersecurity, product safety and product performance standards.

For example, we continue to add features to our existing OS line, and we expect to design, engineer and test our new DF product line, to meet evolving U.S.

For example, we continue to add features to our existing OS product line, and we expect to design, engineer and test our new DF sensors, to meet evolving U.S.

and international consumer product safety and performance requirements as well as Automotive and Industrial Functional Safety, Cybersecurity and performance certifications designed to ensure the safe deployment and operation of autonomous vehicles, automotive ADAS, industrial machines and robots.

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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.

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.

We are subject to climate-related, sustainability and environmental laws, rules and regulations that are evolving and changing.

Compliance with these laws, rules and regulations may require us to incur significant costs to comply, including obtaining permits, licenses, inspections of our facilities and products, and implementation of additional internal controls and additional oversight obligations.

Table of C ontents

4 unchanged sentences

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

Diversity, Inclusion and Belonging.

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.

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

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

The Company is committed to the principles of equal employment and non-harassment.

We are committed to complying with all federal, state, and local laws providing equal employment opportunities, and all other employment laws and regulations.

Employee engagement.

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.

We prioritize employee engagement and value employee feedback, which we gauge through periodic employee engagement surveys that help 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 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.

We offer what we consider attractive compensation and benefit packages.

This may include depending on location and eligibility, annual bonuses, paid time-off, 401(k) plan with a Company match (subject to the IRS annual limit), stock-based awards, employee stock purchase plan, 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.

Training and Development.

We provide management and leadership development sessions on a regular basis.

We continue to expand our offerings to include additional activities which bring together managers of all levels from across the organization.

Additional Information

5 unchanged sentences

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