Filed Pursuant to Rule 424(b)(3)
Registration No. 333-254987
PROSPECTUS FOR
113,983,613 SHARES OF COMMON STOCK AND
6,000,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK
AND
15,999,996 SHARES OF
COMMON STOCK UNDERLYING WARRANTS
OF
OUSTER, INC.
This
prospectus relates to (i) the resale of 103,054,834 shares of common stock, par value $0.0001 per share (the common stock) issued in connection with the Merger (as defined below) by certain of the selling stockholders named in this
prospectus (each a Selling Stockholder and, collectively, the Selling Stockholders), (ii) the resale of 10,000,000 shares of common stock issued in the PIPE Investment (as defined below) by certain of the Selling
Stockholders, (iii) the issuance by us and resale of 726,211 shares of common stock reserved for issuance upon the exercise of options to purchase common stock, (iv) the resale of up to 152,568 shares of common stock upon the settlement of
restricted stock units and (v) the issuance by us of up to 15,999,996 shares of common stock upon the exercise of outstanding warrants. This prospectus also relates to the resale of up to 6,000,000 of our outstanding warrants originally
purchased in a private placement by certain of the Selling Stockholders.
On March 11, 2021, we consummated the transactions
contemplated by that certain Agreement and Plan of Merger, dated as of December 21, 2020 (the Merger Agreement), by and among Colonnade Acquisition Corp., a Cayman Islands exempted company (CLA), Beam Merger Sub Inc., a
Delaware corporation and a direct wholly owned subsidiary of CLA (Merger Sub), and Ouster, Inc., a Delaware corporation (Old Ouster). As contemplated by the Merger Agreement, CLA was domesticated as a Delaware corporation and
changed its name to Ouster, Inc. (the Domestication). Following the Domestication, Merger Sub merged with and into Old Ouster, the separate corporate existence of Merger Sub ceased and Old Ouster survived as a wholly owned
subsidiary of Ouster (the Merger and, together with the Domestication, the Business Combination).
We are
registering the resale of shares of common stock and warrants as required by (i) an amended and restated registration rights agreement, dated as of March 11, 2021 (the Registration Rights Agreement), entered into by and among
Ouster, Colonnade Sponsor LLC (the Sponsor), Colonnade WPB LLC (the Sponsor PIPE Purchaser), certain members of the Sponsor and the Sponsor PIPE Purchaser and certain former stockholders of Old Ouster and (ii) the
subscription agreements entered into by and between CLA and certain qualified institutional buyers and accredited investors relating to the purchase of shares of common stock in private placements consummated in connection with the Business
Combination.
We are also registering the (i) resale of other shares of common stock held by certain of our shareholders and
(ii) the issuance and resale of shares of common stock reserved for issuance upon the exercise of options to purchase shares of common stock and settlement of restricted stock units held by certain of our current and former employees.
We will receive the proceeds from any exercise of the warrants or options for cash, but not from the resale of the shares of common stock or
warrants by the Selling Stockholders.
We will bear all costs, expenses and fees in connection with the registration of the shares of
common stock and warrants. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of common stock and warrants.
Our common stock trades on the New York Stock Exchange (the NYSE) under the ticker symbol OUST and our warrants trade
on the NYSE under the ticker symbol OUST WS. On August 13, 2021, the closing sale price of our common stock as reported by the NYSE was $9.76 per share and the closing price of our warrants was $2.43 per warrant.
Investing in shares of our common stock or warrants involves risks that are described in the Risk
Factors section beginning on page 4 of this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 19, 2021.