8-K
Ouster, Inc. (OUST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 3, 2021
Colonnade Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39463 | N/A |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission<br><br><br>File Number) | (I.R.S. Employer<br><br><br>Identification No.) |
| 1400 Centrepark Blvd, Ste 810<br><br><br>West Palm Beach, FL | 33401 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(561) 712-7860
(Registrant’s telephone number, including area code)
Not Applicable
(Formername 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 (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br>CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange<br><br><br>on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share,<br><br><br>$0.0001 par value, and one-half of one Warrant to purchase one Class A ordinaryshare | CLA.U | New York Stock Exchange |
| Class A ordinary shares, $0.0001 par value per share | CLA | New York Stock Exchange |
| Warrants to purchase Class A ordinary shares | CLA WS | New York Stock Exchange |
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. ☐
| Item 7.01 | Regulation FD Disclosure. |
|---|
In connection with the previously announced business combination (the “Business Combination”) between Colonnade Acquisition Corp. (“CLA”) and Ouster, Inc. (“Ouster”), on March 3, 2021, Ouster issued a press release announcing that Ouster has signed over 20 multi-year strategic customer agreements across its key market verticals. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of CLA under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings.
| Item 8.01 | Other Events. |
|---|
On March 3, 2021, CLA announced that Sundari Mitra will be appointed to CLA’s board of directors by holders of CLA’s Class B ordinary shares in connection with the consummation of the Business Combination contemplated by the agreement and plan of merger, dated December 21, 2020, by and among CLA, Beam Merger Sub, Inc. and Ouster, Inc., and serve on CLA’s board of directors following the Business Combination. Ms. Mitra will also serve on the compensation committee and nominating and corporate governance committee of CLA’s board of directors. Ms. Mitra will serve on the board of directors in place of Krishna Kantheti.
Ms. Mitra has served as Corporate Vice President of Intel Corporation since September 2018. Previously, Ms. Mitra was the Chief Executive Officer and a director at NetSpeed Systems from December 2011 to September 2018. Prior to that, Ms. Mitra was Executive Vice President of Engineering at Mosys, Inc. from June 2009 to August 2011. Before Mosys, Ms. Mitra founded and served as Chief Executive Officer of Prism Circuits from its inception in February 2006 until Mosys, Inc.’s acquisition of Prism Circuits in June 2009. Prior to founding Prism Circuits, Ms. Mitra served as a Director of Engineering at Sun Microsystems, Inc. from June 2002 to August 2004. Ms. Mitra holds a Master of Science degree in Electrical Engineering from the University of Illinois and a Bachelor of Science degree in Electrical Engineering from Baroda University in India. CLA believes that Ms. Mitra is qualified to serve as a member of CLA’s board of directors due to her experience in the technology background and technical background in engineering.
Ms. Mitra is expected to be compensated under the compensation program for its non-employee directors CLA expects to adopt in connection with the consummation of the Business Combination, and to enter the same form of indemnification agreement that CLA’s other directors and executive officers will enter in connection with the consummation of the Business Combination.
Ms. Mitra is not party to any arrangements or understandings with any person pursuant to which she will be selected as a director, nor are there any transactions with CLA in which Ms. Mitra has an interest that would be reportable under Item 404(a) of Regulation S-K.
Important InformationAbout the Business Combination and Where to Find It
CLA has filed a definitive proxy statement/prospectus with the Securities and Exchange Commission (the “SEC”) for the extraordinary general meeting to be held in connection with its Business Combination with Ouster. CLA’s shareholders and other interested persons are advised to read the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination, as these materials contain important information about Ouster, CLA and the Business Combination. The definitive proxy statement/prospectus and other relevant materials for the extraordinary general meeting have been mailed to shareholders of CLA as of the Record Date. CLA’s shareholders may also obtain copies of the definitive proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference therein, without charge, at the SEC’s website at www.sec.gov, or by directing a request to: Colonnade Acquisition Corp., 1400 Centrepark Blvd, Ste 810, West Palm Beach, FL 33401.
SIGNATURES
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.
| Colonnade Acquisition Corp. | ||
|---|---|---|
| Date: March 3, 2021 | ||
| By: | /s/ Remy W. Trafelet | |
| Name: | Remy W. Trafelet | |
| Title: | Chief Executive Officer and Director |
EX-99.1
Exhibit 99.1
Ouster Signs Over 20 Strategic Customer Agreements in 8 Months
Ouster’s multi-year contracts represent a potential for over $325M in revenue opportunity through 2025
SAN FRANCISCO, CA—March 3, 2021—Ouster, Inc. (“Ouster”) a leading provider of high-resolution digital lidar sensors for the industrial automation, smart infrastructure, robotics, and automotive industries, today announced that it has signed over 20 multi-year strategic customer agreements (SCAs) across its key market verticals since August 2020, representing a potential for over $325 million in revenue opportunity through 2025.
“We believe the number and variety of SCAs we’ve entered in the last several months is a testament to the benefits of our technology and the broad diversification of our customer base across multiple industry verticals. The sales opportunity these contracts represent speaks for itself, as does our customers’ willingness to deepen ties with Ouster as their projects move to the next stage,” said Ouster CEO Angus Pacala.
Of the SCAs signed in the last 8 months, over half have been signed in 2021. These SCAs establish a multi-year purchase and supply framework for Ouster and the customer and include details about the customer programs and applications where the Ouster products will be used. They also include multi-year non-binding customer forecasts giving Ouster visibility on the customer’s long-term purchasing requirements, mutually agreed upon pricing for specific Ouster products over the duration of the agreement, and in some cases include multi-year binding purchasing commitments. For customers that provided less than a five year forecast, no additional revenue opportunity beyond the term of the customer’s forecast has been included.
“We’re encouraged by the increased demand for Ouster’s sensors since we announced our proposed business combination in the fourth quarter,” said Ouster CFO Anna Brunelle. “The TAM for our digital lidar extends far beyond the automotive sector, and our new customer agreements that have product applications across each of our four markets: industrial automation, smart infrastructure, robotics, and automotive, are proof of our diversified market fit.”
In December, Ouster entered into a definitive merger agreement with Colonnade Acquisition Corp. (“CLA”) in a transaction that would result in Ouster being listed on the NYSE under the ticker symbol “OUST”. CLA has scheduled the extraordinary general meeting of its shareholders for March 9, 2021 to approve the proposed business combination. The closing of the Business Combination is subject to approval by CLA’s shareholders and the satisfaction of other customary closing conditions and is expected to close as soon as practicable following the extraordinary general meeting.
About Colonnade Acquisition Corp.
CLA is a special purpose acquisition company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Colonnade consummated its initial public offering on the NYSE in August 2020. For more information, please visit claacq.com.
About Ouster
Ouster invented its digital lidar in 2015 and is a leading manufacturer of high-resolution digital lidar sensors used throughout the industrial automation, smart infrastructure, robotics, and automotive industries. Ouster’s sensors are reliable, compact, affordable and highly customizable, laying the foundation for digital lidar ubiquity across endless applications and industries. Already hundreds of customers have incorporated Ouster lidar sensors in current products or those in development for imminent commercial release. For more information, visit www.ouster.com, or connect with us on Twitter or LinkedIn.
Additional Information and Where to Find It
This document relates to a proposed business combination (the “Business Combination”) between CLA and Ouster. This document does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. In connection with the proposed Business Combination, CLA filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”) on December 22, 2020, which included a proxy statement/prospectus of CLA. CLA’s shareholders, Ouster’s stockholders and other interested persons are advised to read the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials contain important information about Ouster, CLA and the Business Combination. The definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination have been mailed to stockholders of Ouster and shareholders of CLA as of a record date for voting on the proposed Business Combination. CLA shareholders and Ouster stockholders will also be able to obtain copies of the definitive proxy statement and other documents filed with the SEC, without charge, at the SEC’s website at www.sec.gov, or by directing a request to CLA’s secretary at 1400 Centrepark Blvd, Suite 810, West Palm Beach, FL 33401, (561) 712-7860.
Participants in the Solicitation
CLA and its directors and executive officers may be deemed participants in the solicitation of proxies from CLA’s shareholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in CLA is contained in CLA’s definitive proxy statement/prospectus filed with the SEC on February 18, 2021, which is available free of charge at the SEC’s website at www.sec.gov. To the extent such holdings of CLA’s securities may have changed since that time, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Ouster and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of CLA in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination is contained in CLA’s definitive proxy statement/prospectus filed with the SEC on February 18, 2021, which is available free of charge at the SEC’s website at www.sec.gov.
Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the anticipated timing of the Business Combination, revenue opportunities relating to Ouster’s recent SCAs, the products and services offered by Ouster and the markets in which it operates. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, (ii) the risk that the Business Combination may not be completed by CLA’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by CLA, (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the agreement and plan of merger by the shareholders of CLA and Ouster, the satisfaction of the minimum trust account amount following redemptions by CLA’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third-party valuation in determining whether or not to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger, (vi) the effect of the announcement or pendency of the Business Combination on Ouster’s business relationships, performance and business generally, (vii) the ability to implement business plans, forecasts and other expectations after the completion of the proposed Business Combination and (viii) the risk of downturns in the highly competitive lidar technology and related industries. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of CLA’s definitive proxy statement/prospectus discussed above and other documents filed by CLA from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Ouster and CLA assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Ouster nor CLA gives any assurance that either Ouster or CLA will achieve its expectations.
Contacts:
For Ouster
Erica Bartsch / Nevin Reilly / Alex Kovtun