PROXY STATEMENT
OUSTER, INC.
350 TREAT AVENUE, SAN FRANCISCO,
CA 94110
This proxy statement is furnished in connection with the solicitation by the Board of Directors of Ouster, Inc.
(Ouster, we, us, or the Company) of proxies to be voted at Ousters Annual Meeting of Stockholders to be held on Thursday, June 22, 2023 (the Annual Meeting), at 10:00 a.m.,
Pacific Time, and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting and submit
your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/OUST2023 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy
Materials, on your proxy card or on the instructions that accompanied your proxy materials.
Holders of record of outstanding shares of
common stock at the close of business on April 27, 2023 (the Record Date), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting. At the close of
business on the Record Date, there were 38,723,404 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting.
This proxy statement and the Companys Annual Report to stockholders for the fiscal year ended December 31, 2022 (the 2022
Annual Report) will be released on or about May 3, 2023 to Ousters stockholders on the Record Date.
On December 21,
2020, Ouster Technologies, Inc. (OTI) entered into an Agreement and Plan of Merger (the Merger Agreement) with Colonnade Acquisition Corp., a Cayman Islands exempted company (CLA), and Beam Merger Sub, Inc.
(Merger Sub), a Delaware corporation and subsidiary of CLA. OTIs and CLAs board of directors unanimously approved OTIs entry into the Merger Agreement, and on March 11, 2021, the transactions contemplated by the
Merger Agreement were consummated (all such transactions, the Business Combination), as further described herein. Pursuant to the terms of the Merger Agreement, (i) CLA domesticated as a corporation incorporated under the laws of
the State of Delaware (the Domestication) and changed its name to Ouster, Inc. (with CLA after such domestication and the other transactions pursuant to the Merger Agreement being referred to as the Company) and
(ii) Merger Sub merged with and into OTI (the Merger), with OTI surviving the Merger. Unless the context otherwise requires, references in this proxy statement to we, our, Ouster and the
Company refer to the business and operations of Ouster Technologies, Inc. (OTI) (formerly known as Ouster, Inc.) and its consolidated subsidiaries prior to the Merger and to Ouster, Inc. (formerly known as Colonnade Acquisition
Corp.) and its consolidated subsidiaries following the consummation of the Merger.
On November 4, 2022, we entered into an Agreement
and Plan of Merger (the Velodyne Merger Agreement) with Velodyne Lidar, Inc., a Delaware corporation (Velodyne), Oban Merger Sub, Inc., a Delaware corporation and one of our direct, wholly owned subsidiaries (Velodyne
Merger Sub I) and Oban Merger Sub II LLC, a Delaware limited liability company and one of our direct, wholly owned subsidiaries (Velodyne Merger Sub II). On February 10, 2023, we completed our merger of equals with Velodyne
pursuant to the terms of the Agreement and Plan of Merger with Velodyne, Merger Sub I and Merger Sub II (the Velodyne Merger). In connection with the closing of the Velodyne Merger, we and Velodyne now operate as a single combined
company.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON THURSDAY, JUNE 22, 2023
This Proxy Statement and our 2022 Annual Report to Stockholders are available at http://www.proxyvote.com/
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