Ouster(OUST) - 2024 Q1 - Quarterly Report

Form 10-Q Filing Information This section provides the official filing details for Ouster, Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2024, including registrant identification, exchange listings, and filer status - Registrant: Ouster, Inc., Delaware, Commission File Number: 001-39463[2] Trading Symbols and Exchange Registration | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :--- | :--- | :--- | | Common stock, $0.0001 par value per share | OUST | New York Stock Exchange | | Warrants to purchase common stock | OUST WS | New York Stock Exchange | | Warrants to purchase common stock expiring 2025 | OUST WSA | NYSE American | Filer Status | Filer Status | | :--- | | Non-accelerated filer | | Smaller reporting company | - As of May 9, 2024, 45,225,055 shares of common stock were outstanding[5] Table of Contents This section outlines the structure and page references for the various parts and items included in the Quarterly Report on Form 10-Q Forward-Looking Statements and General Information This section provides a disclaimer regarding forward-looking statements, highlighting that actual results may differ materially due to various risks and uncertainties - The report contains forward-looking statements covered by safe harbor provisions, identified by words such as 'believe,' 'may,' 'will,' 'estimate,' 'continue,' 'anticipate,' 'intend,' and 'expect'[10] - Forward-looking statements are subject to risks including limited operating history, Velodyne integration challenges, R&D costs, operating result fluctuations, competitive environment, supply chain constraints, and intellectual property risks[10] - Investors are encouraged to review information on the company's investor relations website (https://investors.ouster.com/overview) in addition to SEC filings[13] Part I - Financial Information Item 1. Financial Statements This section presents Ouster, Inc.'s unaudited condensed consolidated financial statements for Q1 2024, including balance sheets, statements of operations, equity, and cash flows, with detailed explanatory notes Condensed Consolidated Balance Sheets (Unaudited) The unaudited condensed consolidated balance sheets show a slight decrease in total assets and stockholders' equity from December 31, 2023, to March 31, 2024, with stable total liabilities Condensed Consolidated Balance Sheets (Unaudited) - Key Figures (in thousands) | Item | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Total assets | $317,683 | $330,743 | | Total liabilities | $150,451 | $151,071 | | Total stockholders' equity | $167,232 | $179,672 | Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) Ouster reported a significant increase in revenue and a substantial reduction in net loss for Q1 2024, driven by improved gross profit and reduced operating expenses Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - Key Figures (in thousands) | Item | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Revenue | $25,944 | $17,230 | | Gross profit (loss) | $7,425 | $(376) | | Loss from operations | $(25,821) | $(177,102) | | Net loss | $(23,849) | $(177,280) | | Net loss per common share, basic and diluted | $(0.55) | $(6.03) | - Revenue increased by 51% YoY, from $17.23 million in Q1 2023 to $25.94 million in Q1 2024[18] - Gross profit improved significantly from a loss of $0.38 million in Q1 2023 to a profit of $7.43 million in Q1 2024[18] - Net loss decreased substantially from $177.28 million in Q1 2023 to $23.85 million in Q1 2024, largely due to the absence of $99.41 million in goodwill impairment charges present in the prior year[18] Condensed Consolidated Statements of Stockholders' Equity (Unaudited) Total stockholders' equity decreased from $179.7 million at December 31, 2023, to $167.2 million at March 31, 2024, primarily due to net loss Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Key Figures (in thousands) | Item | December 31, 2023 | March 31, 2024 | | :--- | :--- | :--- | | Total Stockholders' Equity | $179,672 | $167,232 | | Accumulated Deficit | $(816,026) | $(839,875) | | Additional Paid-in Capital | $995,464 | $1,007,502 | - Stock-based compensation expense contributed $9.4 million to additional paid-in capital during Q1 2024[20] - Proceeds from at-the-market offering, net of commissions and fees, added $2.3 million to additional paid-in capital in Q1 2024[20] Condensed Consolidated Statements of Cash Flows (Unaudited) Operating cash flows significantly improved, reducing cash used from $53.0 million in Q1 2023 to $5.7 million in Q1 2024, while financing activities provided $3.7 million Condensed Consolidated Statements of Cash Flows (Unaudited) - Key Figures (in thousands) | Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(5,722) | $(53,012) | | Net cash (used in) provided by investing activities | $(469) | $46,277 | | Net cash provided by financing activities | $3,653 | $18 | | Net decrease in cash, cash equivalents and restricted cash | $(2,708) | $(6,796) | | Cash, cash equivalents and restricted cash at end of period | $49,925 | $117,482 | - Operating cash outflow decreased by 89% YoY, from $53.01 million in Q1 2023 to $5.72 million in Q1 2024[22] - Investing activities used $0.47 million in Q1 2024, a significant change from the $46.28 million provided in Q1 2023, which included cash acquired from the Velodyne Merger[22] - Financing activities provided $3.65 million in Q1 2024, primarily from at-the-market stock offerings[22] Notes to Condensed Consolidated Financial Statements (Unaudited) These notes provide detailed explanations and disclosures supporting the condensed consolidated financial statements, covering business, accounting policies, and key financial components Note 1 – Description of Business and Basis of Presentation Ouster, Inc. provides high-resolution digital lidar sensors, completed a merger with Velodyne in 2023, and maintains $189.5 million in liquidity - Ouster, Inc. provides high-resolution digital lidar sensors for machinery, vehicles, robots, and fixed infrastructure, enabling advanced 3D vision and autonomy[27][147] - The company completed a merger with Velodyne Lidar, Inc. on February 10, 2023, accounted for as a business combination[29] - As of March 31, 2024, Ouster had $189.5 million in cash, cash equivalents, restricted cash, and short-term investments, deemed adequate to fund operations for at least twelve months despite recurring losses[34] Note 2 – Summary of Significant Accounting Policies This note confirms no significant changes to accounting policies in Q1 2024 and details credit risk management, including major customer and supplier concentrations - No significant changes to accounting policies were made during the three months ended March 31, 2024[35] - The company manages credit risk by assessing customer creditworthiness and provides for uncollectible amounts through a valuation allowance[39] Accounts Receivable from Major Customers (10% or more) | Customer | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Customer A | 41 % | 42 % | | Customer B | 12 % | 12 % | Revenue from Major Customers (10% or more) | Customer | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Customer C | * | 11% | | Customer E | 11% | * | * Customer accounted for less than 10% of total revenue in the period. Purchases from Major Suppliers (10% or more) | Supplier | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Supplier A | 17 % | 11 % | | Supplier B | 25 % | 17 % | Note 3. Business Combination and Related Transactions Ouster completed the Velodyne Merger on February 10, 2023, for $306.6 million, resulting in $115.5 million in goodwill and significant pro forma impacts - Ouster completed the Velodyne Merger on February 10, 2023, with Velodyne treated as the acquired company for financial reporting[42] - The acquisition price for the Velodyne Merger was $306.6 million, including the fair value of common stock issued and the Amazon Warrant[42] Velodyne Merger Purchase Price Allocation (in thousands) | Item | Estimated Fair Value | | :--- | :--- | | Purchase consideration | $306,602 | | Total identifiable net assets | $191,079 | | Goodwill | $115,523 | Identified Intangible Assets Acquired (in thousands, except years) | Asset | Estimated Useful Life (in years) | Estimated Fair Value | | :--- | :--- | :--- | | Developed technology - Hardware | 3 | $2,500 | | Developed technology - Software | 5 | $5,100 | | Customer relationships | 8 | $5,400 | | Intangible assets, net | 5.9 | $13,000 | Unaudited Supplemental Pro Forma Information (Three Months Ended March 31, 2023, in thousands) | Item | Amount | | :--- | :--- | | Revenue | $20,886 | | Net loss | $(175,835) | Note 4. Fair Value of Financial Instruments This note details fair value measurements of financial assets and liabilities, totaling $161.3 million in assets and $0.25 million in Level 3 warrant liabilities Fair Value of Financial Instruments (March 31, 2024, in thousands) | Item | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | Money market funds | $21,793 | — | — | $21,793 | | Commercial paper | — | $82,917 | — | $82,917 | | Corporate debt and U.S. government agency securities | — | $56,629 | — | $56,629 | | Total financial assets | $21,793 | $139,546 | — | $161,339 | | Warrant liabilities | — | — | $250 | $250 | - Private Placement warrant liabilities are valued using Level 3 measurements, employing the Black-Scholes option pricing model with unobservable inputs[51] Changes in Fair Value of Level 3 Financial Instruments (Private Placement Warrant Liability, in thousands) | Period | Fair Value | | :--- | :--- | | December 31, 2023 | $229 | | Change in fair value (Q1 2024) | $21 | | March 31, 2024 | $250 | Note 5. Balance Sheet Components This note details key balance sheet components, including cash and cash equivalents at $48.3 million, inventory at $21.1 million, and intangible assets, net, at $22.6 million Cash and Cash Equivalents (in thousands) | Item | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash | $26,477 | $40,648 | | Money market funds | $21,793 | $7,354 | | Commercial paper | — | $2,989 | | Total | $48,270 | $50,991 | Inventory (in thousands) | Item | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Raw materials | $7,819 | $10,062 | | Work in process | $119 | $75 | | Finished goods | $13,132 | $13,095 | | Total | $21,070 | $23,232 | Intangible Assets, Net (in thousands) | Item | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Developed technology | $16,501 | $17,552 | | Vendor relationship | $1,283 | $1,833 | | Customer relationships | $4,808 | $5,051 | | Total | $22,592 | $24,436 | - Amortization expense for intangible assets was $1.8 million for Q1 2024, up from $1.1 million in the prior year[61] Note 6. Debt Ouster repaid its $40.0 million Hercules loan and secured a new $45.0 million UBS credit line, with $44.0 million outstanding and covenant compliance - The previous Loan Agreement with Hercules Capital, Inc. for up to $50.0 million was repaid on October 25, 2023, resulting in a $3.6 million loss on extinguishment of debt[69] - A new revolving credit line of up to $45.0 million was entered into with UBS Bank USA on October 25, 2023, maturing on August 2, 2025[71] - As of March 31, 2024, the company had borrowed $44.0 million under the UBS Agreement and was in compliance with the minimum liquidity requirement of $52.0 million[72][73][77] Note 7. Warrants This note details Private Placement, Public, and Amazon Warrants, with the Amazon Warrant allowing acquisition of up to 3,264,516 shares at $50.69 per share - Private Placement warrants are exercisable for one-tenth of an Ouster common stock share at $115.00 per share, expiring 5 years from the Colonnade Merger completion[78] - Public Warrants (including Velodyne Public warrants) are exercisable for Ouster common stock at $115.00 per share (Ouster) or $140.20 per 0.6153 share (Velodyne), with redemption clauses[81][83] - The Amazon Warrant, assumed in the Velodyne Merger, allows Amazon to acquire up to 3,264,516 shares of common stock at an exercise price of $50.69 per share as of March 31, 2024, subject to anti-dilution adjustments[84] - Amazon Warrant shares vest based on payments by Amazon for goods and services, with 56,634 shares vesting in Q1 2024, leading to a $0.2 million non-cash stock-based reduction to revenue[86][88] Note 8. Commitments and Contingencies Ouster faces legal proceedings, including a $27.5 million Velodyne securities class action settlement and ongoing patent infringement litigation with Hesai - A $27.5 million settlement for the consolidated Velodyne securities class action lawsuits was preliminarily approved on April 23, 2024, with $23.4 million expected from insurance proceeds[95] - Ouster filed a Section 337 complaint with the ITC and a patent infringement complaint in Delaware against Hesai Group, alleging infringement of its LiDAR patents[101][102] - The ITC investigation against Hesai was terminated based on an arbitration agreement from a 2020 settlement between Hesai and Velodyne, which Ouster disputes applies to its patents[101] - Hesai filed Petitions for Inter Partes Review challenging the validity of four of Ouster's five asserted patents, with PTAB instituting review for four patents[104] - The SEC concluded its investigation into Ouster's projected financial information from 2020 and does not intend to recommend enforcement action[100] Note 9. Common Stock Ouster is authorized to issue 100 million common and preferred shares, and sold 343,571 common shares for $2.3 million in Q1 2024 via ATM - The company is authorized to issue 100,000,000 shares of common stock and 100,000,000 shares of preferred stock[108] - During Q1 2024, Ouster sold 343,571 shares of common stock under the ATM Agreement for net proceeds of $2.3 million[110] - As of March 31, 2024, approximately $114.4 million remains available under the ATM Agreement[112] Note 10. Stock-based Compensation Ouster recognized $9.4 million in stock-based compensation expense for Q1 2024, a significant decrease from $21.8 million in Q1 2023, with $31.0 million unamortized for RSUs Total Stock-Based Compensation Expense (in thousands) | Item | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Total stock-based compensation | $9,404 | $21,780 | Stock-Based Compensation Expense by Award Type (in thousands) | Award Type | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | RSUs | $6,809 | $16,330 | | Stock Options | $1,530 | $2,005 | | Employee stock purchase plan | $505 | $184 | | RSAs | $560 | $3,261 | - As of March 31, 2024, unamortized stock-based compensation expense for unvested RSUs was $31.0 million (weighted-average remaining vesting period of 1.9 years) and for RSAs was $6.7 million (weighted-average remaining vesting period of 1.4 years)[123][124] Note 11. Net Loss Per Common Share Ouster reported a basic and diluted net loss per common share of $(0.55) for Q1 2024, a significant improvement from $(6.03) in Q1 2023 Net Loss Per Common Share (in thousands, except share and per share data) | Item | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net loss | $(23,849) | $(177,280) | | Weighted average shares | 43,454,127 | 29,411,612 | | Net loss per common share, basic and diluted | $(0.55) | $(6.03) | - The net loss per common share improved significantly from $(6.03) in Q1 2023 to $(0.55) in Q1 2024[127] - Over 11 million potentially dilutive securities were excluded from diluted EPS calculation due to the net loss[128] Note 12. Income Taxes Ouster's income tax provision for Q1 2024 and Q1 2023 was not material due to tax losses and a full valuation allowance against deferred tax assets - The income tax provision for Q1 2024 and Q1 2023 was not material[129] - The company maintains a full valuation allowance against its net deferred tax assets due to the unlikelihood of their realization[129] Note 13. Revenue Ouster's revenue, primarily from lidar sensor sales, increased by 51% YoY to $25.9 million in Q1 2024, with contract liabilities totaling $17.9 million - The majority of revenue is recognized at a point in time when customers obtain control of lidar sensor kits[130] Total Revenues by Geographic Area (in thousands) | Region | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Americas | $10,624 | $9,904 | | Asia Pacific | $6,149 | $2,669 | | Europe, Middle East and Africa | $9,171 | $4,657 | | Total | $25,944 | $17,230 | - Revenue increased by 51% YoY, with Asia Pacific growing 130% and EMEA growing 97%[130] Contract Liabilities (in thousands) | Item | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Contract liabilities, current | $13,429 | $12,885 | | Contract liabilities, non-current portion | $4,483 | $4,967 | | Total contract liabilities | $17,912 | $17,852 | - Revenue recognized from contract liabilities at the beginning of Q1 2024 was $1.29 million[142] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Ouster's financial performance, condition, and key operational factors, including a detailed analysis of Q1 2024 results, liquidity, and accounting estimates Overview Ouster, founded in 2015, is a leading global provider of high-resolution digital lidar sensors and perception software, expanding its offerings through the 2023 Velodyne merger - Ouster is a leading global provider of autonomy solutions, offering high-resolution digital lidar sensors and perception software for various markets[147] - The company's hardware includes OS product line sensors (OSDome, OS0, OS1, OS2), with the newest REV7 series powered by the L3 chip, and a solid-state digital flash (DF) product line under development[150] - Ouster completed a merger with Velodyne Lidar, Inc. on February 10, 2023, integrating Velodyne's Alpha Prime and Puck sensor models into its product offerings[155][156] - The company's digital lidar design offers manufacturing cost advantages, relying on main manufacturing partners Benchmark and Fabrinet in Thailand[153] Factors Affecting Our Performance Ouster's performance is influenced by lidar commercialization, customer production, ASPs, R&D investments, supply chain, market trends, and international expansion strategies - Performance is affected by the timing of end market and customer adoption of lidar technology, with fluctuations expected until more customers commercialize products[157] - Critical to success is customers reaching commercial production and selecting Ouster's products, with production cycles varying from six months to seven years[158] - ASPs and gross margins are influenced by sensor volumes, product mix, and solutions provided, with expected downward pressure on prices from large multi-year agreements but also anticipated volume-driven cost decreases[161][162] - Continued investment in R&D, including the next-generation L4 and Chronos custom silicon chips, is essential to maintain a leading market position[163] - Supply chain continuity is a risk due to reliance on limited or single-source suppliers for key components[164] - International expansion in Americas, Asia Pacific, and EMEA is a key strategy for revenue growth, exposing the company to additional foreign currency risk, taxes, and operational costs[167] Components of Results of Operations This section defines Ouster's revenue recognition, cost of revenue, operating expenses (R&D, Sales and Marketing, G&A, Goodwill Impairment), and other income/expense components - Revenue is primarily from lidar sensor and accessory sales, recognized when control of the product transfers to the customer, typically upon shipment[168] - Cost of revenue includes manufacturing costs, personnel expenses, third-party contract manufacturer fees, depreciation, amortization, warranty, and inventory write-downs[170] - R&D expenses cover design, prototyping, testing, new product development, SoC design, and custom manufacturing equipment, with absolute amounts expected to grow but decrease as a percentage of revenue[172][173] - Goodwill impairment charges of $99.4 million were recorded in Q1 2023 due to a decrease in market capitalization, with no addition to goodwill in Q1 2024[176] Results of Operations: Comparison of the three months ended March 31, 2024 and 2023 Ouster's Q1 2024 revenue increased by 51% to $25.9 million, gross profit improved, operating expenses decreased by 81%, and net loss narrowed significantly to $23.8 million Revenue by Geographic Location (in thousands) | Region | 2024 | 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Americas | $10,624 | $9,904 | $720 | 7 % | | Asia Pacific | $6,149 | $2,669 | $3,480 | 130 % | | Europe, Middle East and Africa | $9,171 | $4,657 | $4,514 | 97 % | | Total | $25,944 | $17,230 | $8,714 | 51 % | - Revenue increased by $8.7 million, or 51%, primarily due to the REV7 sensor launch and full quarter results from Velodyne product lines[182] - Cost of revenue increased by $0.9 million, or 5%, to $18.5 million, primarily due to increased revenues, partially offset by lower inventory write-downs and compensation expenses[184] Operating Expenses (in thousands) | Expense Category | 2024 | 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Research and development | $13,806 | $32,459 | $(18,653) | (57)% | | Sales and marketing | $6,860 | $13,533 | $(6,673) | (49)% | | General and administrative | $12,580 | $31,325 | $(18,745) | (60)% | | Goodwill impairment charges | — | $99,409 | $(99,409) | * | | Total operating expenses | $33,246 | $176,726 | $(143,480) | (81)% | *Not meaningful - Total operating expenses decreased by $143.5 million, or 81%, primarily due to reductions in headcount and other costs from 2023 restructuring initiatives, and the absence of goodwill impairment charges[185][186][187][188][189] Other Income (Expense), Net (in thousands) | Item | 2024 | 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Interest income | $2,651 | $1,719 | $932 | 54 % | | Interest expense | $(741) | $(1,669) | $928 | (56)% | | Other income, net | $193 | $54 | $139 | 257 % | - Interest income increased by 54% due to higher average cash balances and interest rates, while interest expense decreased by 56% due to a new credit agreement with a lower interest rate[191] Liquidity and Capital Resources Ouster's liquidity sources include cash and investments totaling $189.5 million, with a $45.0 million UBS credit line and $114.4 million remaining under its ATM program - Principal liquidity sources include cash, cash equivalents, short-term investments, revenue, at-the-market equity offerings, and debt financing[194] - As of March 31, 2024, Ouster had an accumulated deficit of $839.9 million and approximately $189.5 million in cash, cash equivalents, restricted cash, and short-term investments[195] - Management believes existing liquidity is adequate for at least twelve months, but additional capital may be required for growth, technological advancements, and market challenges[195][197] - During Q1 2024, $2.3 million net proceeds were raised from the ATM Agreement, with $114.4 million remaining available[198] - The company has a $45.0 million revolving credit line with UBS, with $44.0 million borrowed, secured by assets in securities accounts and requiring a minimum liquidity of $52.0 million[199][201] Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Operating activities | $(5,722) | $(53,012) | | Investing activities | $(469) | $46,277 | | Financing activities | $3,653 | $18 | - Net cash used in operating activities decreased significantly from $53.0 million in Q1 2023 to $5.7 million in Q1 2024[209] Critical Accounting Estimates Ouster's critical accounting estimates remain largely unchanged since the 2023 Annual Report, except for revenue policies and investments related to the Velodyne Merger - No significant changes to critical accounting policies since the 2023 Annual Report, except for revenue policies and the addition of investments due to the Velodyne Merger[215] - Financial statements require estimates and assumptions based on historical experience and business environment changes, which can materially impact financial condition and operating results[216] Item 3. Quantitative and Qualitative Disclosures About Market Risk Ouster faces market risks from interest rate fluctuations, foreign currency exchange rates, and inflation, with $189.5 million in liquid assets and $44.0 million in variable-rate debt - Market risks include fluctuations in interest rates, foreign currency exchange rates, and inflation[217] - Inflation increases operating costs and reduces customer capital, potentially decreasing sales, and may enhance volatility in currency exchange rates[218] - As of March 31, 2024, the company had $189.5 million in cash, cash equivalents, restricted cash, and short-term investments, subject to interest rate risk, but mitigated by their short-term, liquid nature[219] - A hypothetical 1% change in the effective interest rate on the $44.0 million variable-rate debt under the UBS Agreement would impact interest expense by approximately $0.4 million over 12 months[221] - Foreign currency exchange risk exists due to international operations, but a hypothetical 10% change would not materially impact historical financial statements, and no hedging strategies are currently used[222] Item 4. Controls and Procedures Ouster's disclosure controls and procedures were not effective as of March 31, 2024, due to material weaknesses in internal control over financial reporting, with ongoing remediation efforts - Disclosure controls and procedures were deemed not effective as of March 31, 2024, due to material weaknesses in internal control over financial reporting[225] - Material weaknesses include an insufficient complement of personnel with appropriate internal controls and accounting knowledge, and ineffective controls over the period-end financial reporting process[228][230] - Remediation measures are ongoing, including recruiting personnel, reallocating roles, operating entity-level controls, providing internal control training, and strengthening financial close and reporting procedures[232][234] - No other material changes in internal control over financial reporting occurred during Q1 2024, apart from the described remediation measures[233] Part II - Other Information Item 1. Legal Proceedings This section refers to Note 8, 'Commitments and Contingencies,' and Note 14, 'Subsequent Events,' in Part I for details on legal proceedings - Details on legal proceedings are incorporated by reference from Note 8, 'Commitments and Contingencies,' and Note 14, 'Subsequent Events,' in Part I[236] Item 1A. Risk Factors Investing in Ouster's securities involves a high degree of risk, with no material changes to risk factors since the 2023 Annual Report on Form 10-K - Investing in Ouster's securities involves a high degree of risk[237] - No material changes to the company's risk factors have occurred since the filing of the 2023 Annual Report on Form 10-K[237] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds In January 2024, Bluecity Holders exchanged shares for 29,376 shares of Ouster's common stock, issued without registration under the Securities Act - In January 2024, Bluecity Holders exchanged shares in a Velodyne subsidiary for 29,376 shares of Ouster's common stock[238] - The common stock shares were issued without registration under the Securities Act, in reliance on Section 4(a)(2) and/or Regulation S[238] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities during the reporting period - None[239] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the company - Not applicable[240] Item 5. Other Information This section confirms no disclosures in lieu of Form 8-K, no material changes to board nominee procedures, and no Rule 10b5-1 trading arrangements by directors or officers in Q1 2024 - No disclosure in lieu of reporting on a Current Report on Form 8-K[241] - No material changes to procedures for security holders to recommend board nominees[241] - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q1 2024[242] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including merger agreements, corporate governance documents, and certifications, indicating their filing status - The section lists various exhibits, including merger agreements (2.1, 2.2), corporate governance documents (3.1, 3.2, 3.3), warrant agreements (4.1, 4.2), executive transition and separation agreements (10.1, 10.2), compensation programs (10.3), stock grant notices (10.4), and certifications (31.1, 31.2, 32.1, 32.2)[243] - Exhibits are either incorporated by reference from previous filings or filed/furnished with the current report[243][245] Signature This section contains the official signature of Ouster, Inc.'s Chief Financial Officer, Mark Weinswig, certifying the due authorization and filing of the report on May 13, 2024 - The report was signed by Mark Weinswig, Chief Financial Officer (principal financial officer and principal accounting officer) on behalf of Ouster, Inc. on May 13, 2024[248]