Amended Current Report Filing (8-k/a)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 10, 2023

 

 

Ouster, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-39463		86-2528989
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

350 Treat Avenue

San Francisco, California 94110

(Address of principal executive offices) (Zip Code)

[phone]

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

 

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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Explanatory Note

On February 10, 2023, Ouster, Inc., a Delaware corporation (“Ouster” or the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting that on February 10, 2023, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) entered into on November 4, 2022 by the Company, Velodyne Lidar, Inc., a Delaware corporation (“Velodyne”), Oban Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Ouster (“Merger Sub I”), and Oban Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Ouster (“Merger Sub II”), Merger Sub I merged with and into Velodyne (the “First Merger”), with Velodyne surviving the First Merger as a direct, wholly owned subsidiary of Ouster (the “Surviving Corporation”), and following the First Merger, the Surviving Corporation merged with and into Merger Sub II, with Merger Sub II surviving as a direct, wholly owned subsidiary of Ouster (the “Second Merger,” and together with the First Merger, the “Mergers”).

This Current Report on Form 8-K/A amends Item 9.01 of the Original Form 8-K to include the audited consolidated financial statements and unaudited pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, respectively, which were not included in the Original Form 8-K pursuant to Items 9.01(a)(3) and (b)(2) of Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits.

 

(a)

Financial Statements of Business Acquired.

The audited consolidated financial statements of Velodyne as of December 31, 2022 and 2021 and for the years then ended and the related notes to the consolidated financial statements are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.

 

(b)

Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet as of December 31, 2022 (giving effect to the Mergers and the transactions contemplated by the Merger Agreement as if they had been completed on December 31, 2022) and unaudited pro forma condensed combined income statement for the year ended December 31, 2022 (giving effect to the Mergers and the transactions contemplated by the Merger Agreement as if they had been completed on January 1, 2022) and the related notes, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference.

 

(d)

Exhibits.

 

Exhibit No.		Description
23.1		Consent of KPMG LLP.
99.1		Audited consolidated financial statements of Velodyne Lidar, Inc., as of December 31, 2022 and 2021 and for the years then ended.
99.2		Unaudited pro forma condensed combined financial statements of Ouster, Inc. as of and for the year ended December 31, 2022.
104		Cover Page Interactive Data File (formatted as inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

OUSTER, INC.
By:		/s/ Mark Weinswig
Name:		Mark Weinswig
Title:		Chief Financial Officer

Date: April 27, 2023