Filed Pursuant to Rule 424(b)(3)
Registration No. 333-271845
PROSPECTUS FOR
3,631,429 SHARES OF COMMON STOCK OF
OUSTER, INC.
On
February 10, 2023, we consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 4, 2022 (the Merger Agreement), by and among us, Velodyne Lidar, Inc. (Velodyne) and
the other parties thereto. As contemplated by the Merger Agreement, Oban Merger Sub, Inc., our direct, wholly owned subsidiary (Merger Sub I), merged with and into Velodyne (the First Merger), with Velodyne surviving the
First Merger as our direct, wholly owned subsidiary (the Surviving Corporation). Immediately following the First Merger, the Surviving Corporation merged with and into Oban Merger Sub II LLC, our direct, wholly owned subsidiary
(Merger Sub II), with Merger Sub II surviving as our direct, wholly owned subsidiary (the Second Merger, and together with the First Merger, the Mergers).
At the effective time of the First Merger (the Effective Time), each issued and outstanding share of Velodyne common stock was
automatically converted into 0.8204 shares (the Exchange Ratio) of our common stock, par value $0.0001 per share (the common stock), and each of the public warrants and private warrants of Velodyne was converted into a
warrant to acquire our common stock, adjusted to reflect the Exchange Ratio (the Velodyne Warrants), including (x) outstanding publicly traded warrants (the Velodyne Public Warrants) and (y) an outstanding warrant
(the Selling Stockholder Warrant) owned by Amazon.com NV Investment Holdings LLC (the Selling Stockholder).
This
prospectus relates to (i) the issuance by us of 367,531 shares of our common stock issuable upon the exercise of the Velodyne Public Warrants and (ii) the resale by the Selling Stockholder of up to 3,263,898 shares of common stock issuable
upon the exercise of the Selling Stockholder Warrant.
This registration statement is being filed due to registration rights set forth in
(i) the Transaction Agreement dated February 4, 2022 (the Selling Stockholder Agreement) among Velodyne and the Selling Stockholder with respect to the Selling Stockholder Warrant and (ii) the Warrant Agreement dated
October 15, 2018 (the Velodyne Warrant Agreement) between Velodyne and Continental Stock Transfer & Trust Company, as warrant agent, each of which we assumed following the closing of the Merger.
We will receive the proceeds from any exercise of the warrants for cash, but not from the resale of the shares of common stock issued upon
such exercises. We will bear all costs, expenses and fees in connection with the registration of the shares of common stock described above. The Selling Stockholder will bear all commissions and discounts, if any, attributable to its sales of the
shares of common stock issuable upon exercise of the Selling Stockholder Warrant.
Our common stock trades on the New York Stock Exchange
(the NYSE) under the ticker symbol OUST. On May 24, 2023, the closing sale price of our common stock as reported by the NYSE was $5.90 per share.
Investing in shares of our common stock involves risks that are described in the Risk Factors
section beginning on page 5 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 May 25, 2023.