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EX-99.2 - EX-99.2 - Ouster, Inc. | d188391dex992.htm |
EX-99.1 - EX-99.1 - Ouster, Inc. | d188391dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 12, 2021 (March 10, 2021)
Ouster, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-39463 | 86-2528989 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
350 Treat Avenue
San Francisco, California 94110
(Address of principal executive offices) (Zip Code)
(415) 949-0108
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange | ||
Common stock, $0.0001 par value per share | OUST | New York Stock Exchange | ||
Warrants to purchase common stock | OUST WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
INTRODUCTORY NOTE
Ouster, Inc., a Delaware corporation (the Company) (f/k/a Colonnade Acquisition Corp. (CLA)), filed a Current Report on Form 8-K on March 15, 2021, as amended by Amendment No. 1 on Form 8-K/A filed on March 15, 2021 (together, the Original 8-K), to report, among other events, the closing of the transactions contemplated by the Merger Agreement between CLA, Ouster Technologies, Inc. (OTI) and Beam Merger Sub, Inc. (Merger Sub), pursuant to which CLA domesticated as a corporation incorporated under the laws of the State of Delaware and changed its name to Ouster, Inc. and (ii) Merger Sub merged with and into OTI (such transactions contemplated by the Merger Agreement, the Merger), and related matters under Items 1.01, 2.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 5.05, 5.06, 8.01, and 9.01 of Form 8-K. The Company is filing this Amendment No. 2 on Form 8-K/A (this Amendment) in order to provide restated unaudited pro forma condensed combined financial information of CLA and OTI for the year ended December 31, 2020, as further described below.
As previously reported in the Form 8-K filed by the Company on May 14, 2021, on April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the SEC) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the SEC Statement). The SEC Statement discussed certain features of warrants commonly issued in SPAC transactions and stated that warrants with such features should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings, as opposed to equity.
On May 13, 2021, the Companys Audit Committee of the Board of Directors, after discussion with management of the Company and based on managements consultation with Marcum LLP, CLAs independent registered public accounting firm prior to the Merger, and its legal advisors, concluded that CLAs previously issued consolidated financial statements as of December 31, 2020 and for the period from June 4, 2020 to December 31, 2020 included in CLAs Annual Report on Form 10-K for the year ended December 31, 2020 should be restated to reflect the impact of the SEC Statement and accordingly, should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications describing CLAs financial results for the year ended December 31, 2020 should no longer be relied upon.
On June 30, 2021, the Company filed an amendment to CLAs Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 9, 2021 (the Form 10-K/A) reflecting this restatement. The adjustments to the financial statement items for the affected periods are set forth through expanded disclosure in the financial statements included in the Form 10-K/A, including further describing the restatement and its impact on previously reported amounts.
After consideration of the guidance in the SEC Statement, while the terms of the private placement warrants (Private Warrants) and public warrants (the Public Warrants and, together with the Private Warrants, the Warrants) recorded in the Companys financial statements have not changed, the Company concluded the Private Warrants should have been classified as a liability under Accounting Standards Codification 815 in the unaudited pro forma condensed combined financial information of CLA and OTI included in the Original 8-K and it must amend the accounting treatment of the Private Warrants recorded in unaudited pro forma condensed combined financial information of CLA and OTI included in the Original 8-K. The warrant agreement providing the terms of the Warrants is attached as Exhibit 4.1 to this Amendment.
The Original 8-K is amended by this Amendment solely to file the amended unaudited pro forma condensed combined financial information of CLA and OTI as of and for the year ended December 31, 2020 as Exhibit 99.2, to file amended audited financial statements of Ouster, Inc. (Old Ouster) as of and for the years ended December 31, 2020 and 2019 (amended to give effect to the reverse recapitalization, as further described in Note 1 to the consolidated financial statements) and to file the Companys Amended and Restated 2015 Stock Plan and the Form of Subscription Agreement, dated December 21, 2020, by and between the Company and the subscriber party thereto as Exhibit 10.9 and Exhibit 10.10, respectively. Accordingly, the Original 8-K is hereby amended solely to amend and restate Item 9.01 and does not amend any other item of the Original 8-K or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original 8-K. The information previously reported in or filed with the Original 8-K is hereby incorporated by reference to this Amendment. Capitalized terms used but not defined herein have the meanings given to such terms in the Original 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of Old Ouster as of and for the years ended December 31, 2020 and 2019 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of CLA and Old Ouster as of and for the year ended December 31, 2020 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.
(d) Exhibits.
| The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request. |
+ | Indicates a management contract or compensatory plan. |
# | Certain portions of this exhibit (indicated by [***]) have been omitted pursuant to Regulation S-K, Item 601(b)(10). |
* | Filed herewith. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Ouster, Inc. | ||||||
Date: July 12, 2021 | By: | /s/ Anna Brunelle | ||||
Name: | Anna Brunelle | |||||
Title: | Chief Financial Officer |