Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-254987
Prospectus Supplement No. 3
(To Prospectus dated
April 5, 2022)
OUSTER, INC.
This prospectus supplement updates, amends and supplements the prospectus dated April 5, 2022 (the
Prospectus), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-254987). Capitalized terms used in this prospectus
supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend and
supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K (the Current Report), filed with the SEC on July 13, 2022. Accordingly,
we have attached the Current Report to this prospectus supplement.
This prospectus supplement is not complete without the Prospectus. This prospectus
supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or
supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Ouster,
Inc.s common stock and warrants are listed on the New York Stock Exchange under the symbols OUST and OUST WS. On July 13, 2022, the closing price of our common stock was $1.68 and the closing price of our warrants
was $0.29.
Investing in our securities involves certain risks. See Risk Factors beginning on page 4 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 14, 2022.