Ouster (OUST) 8-K/A Index to Financial Statements

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Capitalized terms used but not defined in this Exhibit 99.2 shall have the meanings ascribed to them in the Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2021 and, if not defined in the Form 8-K, the final prospectus and definitive proxy statement dated February 12, 2021 filed by Colonnade Acquisition Corp. (“CLA” who, after the Domestication became Ouster, Inc.) prior to the consummation of the Transaction (the “Proxy Statement”).

CLA is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Transaction (as defined below) and other events contemplated by the Merger Agreement.

The following unaudited pro forma condensed combined financial information presents the combination of the historical financial information of CLA and Ouster adjusted to give effect to the Transaction and other events contemplated by the Merger Agreement, as well as Ouster becoming a wholly-owned subsidiary of Ouster PubCo as a result of Merger Sub, a direct wholly owned subsidiary of CLA, merging with and into Ouster, with Ouster surviving as a wholly owned subsidiary of Ouster PubCo (the “Transaction”).

The unaudited pro forma condensed combined balance sheet as of December 31, 2020 combines the unaudited pro forma condensed balance sheet for CLA as of December 31, 2020 and the unaudited pro forma condensed balance sheet of Ouster as of December 31, 2020, giving effect to the transaction as if the Transaction and other events contemplated by the Merger Agreement had been consummated on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines the historical statement of operations of CLA for the period from June 4, 2020 (inception) through December 31, 2020 and the historical consolidated statement of operations and comprehensive loss of Ouster for the year ended December 31, 2020, giving effect to the transaction as if the Transaction and other events contemplated by the Merger Agreement had been consummated on January 1, 2020.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes:

• the historical audited consolidated financial statements of CLA as of December 31, 2020 and for the period from June 4, 2020 (inception) through December 31, 2020 included in CLA’s Annual Report on Form 10-K filed with the SEC on March 9, 2021 and incorporated by reference; and

• the historical audited consolidated financial statements of Ouster as of and for the year ended December 31, 2020 included as Exhibit 99.1 to the Form 8-K.

The pro forma financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786, which is referred to herein as Article 11. The pro forma adjustments are described in the accompanying footnotes.

The unaudited pro forma condensed combined financial information should also be read together with “Ouster’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included as Exhibit 99.3 to the Form 8-K.

Description of the Transaction

Pursuant to the Merger Agreement, Merger Sub merged with and into Ouster, with Ouster surviving the Merger. Ouster became a wholly owned subsidiary of CLA and CLA was renamed “Ouster, Inc.” Upon the consummation of the Transaction, Ouster’s equityholders received (or have the right to receive) shares of Ouster PubCo common stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio of approximately 0.703 based on the terms of the Merger Agreement. Accordingly, 126,501,548 shares of Ouster PubCo common stock were issued and outstanding and 24,926,438 shares were reserved for the potential future issuance of Ouster PubCo common stock upon the exercise of Ouster PubCo stock options:

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• the conversion of all outstanding shares of Ouster’s redeemable convertible preferred stock into shares of Ouster common stock at the then-effective conversion rate as calculated pursuant to Ouster’s certificate of incorporation;

• the cancellation of each issued and outstanding share of Ouster common stock (including shares of Ouster common stock resulting from the conversion of Ouster’s redeemable convertible preferred stock, but excluding shares of Ouster restricted stock) and the conversion into the right to receive a number of shares of Ouster PubCo common stock shares equal to the Exchange Ratio;

• the assumed net share settlement of all outstanding Ouster warrants in accordance with their respective terms and immediate conversion of each share of Ouster redeemable convertible preferred stock issued upon such settlement into the right to receive a number of shares of Ouster PubCo common stock equal to the Exchange Ratio;

• the conversion of all outstanding Ouster options into options exercisable for shares of Ouster PubCo common stock with the same terms except for the number of shares exercisable and the exercise price, each of which were adjusted using the Exchange Ratio; and

• the conversion of 5,332,765 outstanding unvested restricted shares of Ouster common stock and early exercised stock options subject to repurchase and 3,089,126 vested and unvested shares issued in exchange for nonrecourse notes into shares of Ouster PubCo common stock at the Exchange Ratio, which shares will continue to be governed by the same terms and conditions (including vesting and repurchase terms) effective immediately prior to the effective time of the Merger.

Accounting for the Transaction

The Transaction is accounted for as a reverse recapitalization under GAAP. Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on Ouster stockholders comprising a relative majority of the voting power of Ouster PubCo and having the ability to nominate the members of the board of directors of Ouster PubCo, Ouster’s operations prior to the acquisition comprising the only ongoing operations of Ouster PubCo, and Ouster’s senior management comprising a majority of the senior management of Ouster PubCo. Accordingly, for accounting purposes, the financial statements of Ouster PubCo represents a continuation of the financial statements of Ouster with the Transaction being treated as the equivalent of Ouster issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Transaction will be presented as those of Ouster in future reports of Ouster PubCo.

Other Events in Connection with the Transaction

In connection with the Transaction, Ouster PubCo issued and sold 10,000,000 shares of its common stock at a purchase price of $10.00 per share pursuant to the PIPE Investment.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and reflects the adoption of Release No. 33-10786. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of Ouster PubCo upon consummation of the Transaction. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Transaction occurred on the dates indicated, and do not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. The proceeds remaining after the payment of CLA underwriter fees and payment of transaction costs related to the Transaction are expected to be used to advance the development and manufacturing of Ouster’s high-performance digital lidar sensors and accelerate digital lidar’s adoption and rapid scale across key end markets. Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of Ouster

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PubCo following the completion of the Transaction. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. CLA and Ouster have not had any historical relationship prior to the transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information reflects CLA shareholders’ approval of the Transaction on March 9, 2021, and that CLA public shareholders holding 52,343 shares elected to redeem their shares prior to the Closing.

The following summarizes the Ouster PubCo common stock issued and outstanding immediately after the Transaction:

Stockholder		Shares		%
Former CLA Class A shareholders			19,947,657		12.4
Sponsor and related parties (1)			6,175,000		3.8
Former Ouster stockholders and Former Ouster warrant holders (2)	��		126,501,548		78.3
Third Party Investors in PIPE Investment (3)			8,825,000		5.5
Total shares of Ouster PubCo common stock oustanding at closing of the Transaction			161,449,205		100.0

(1) Amount includes 5,000,000 shares of Ouster PubCo common stock the Sponsor received upon conversion of its Class B ordinary shares and 1,175,000 shares subscribed for by the Sponsor Related PIPE Investors.

(2) Amount includes 3,749,938 shares of Ouster PubCo common stock related to the conversion of all outstanding shares of Ouster unvested restricted shares and early exercised stock options subject to repurchase and 2,172,238 vested and unvested shares of Ouster PubCo common stock related to vested and unvested Ouster common stock issued in exchange for non-recourse notes.

(3) Amount includes 1,250,000 shares of Ouster PubCo common stock subscribed for by current stockholders of Ouster.

The unaudited pro forma condensed combined balance sheet and statement of operations are based on the assumption that there are no adjustments for the outstanding CLA Warrants issued in connection with its IPO as such securities are not exercisable until August 2021.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2020 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 are based on the historical financial statements of CLA and Ouster. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

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Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2020

(in thousands)

	December 31, 2020									December 31, 2020
	Colonnade (Historical)			Colonnade Pro Forma Adjustments			Colonnade Pro Forma			Ouster, Inc. (Historical)			Ouster Pro Forma Adjustments			Ouster Pro Forma			Merger Related Pro Forma Adjustments			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	698		$	199,537	B		289,319			11,362			—			11,362		$	(3,452	) K	$	277,884
					(7,000	) C														(19,345	) L
					96,084	F
Restricted cash, current		—			—			—			276			—			276			—			276
Accounts receivable, net		—			—			—			2,327			—			2,327			—			2,327
Inventory, net		—			—			—			4,817			—			4,817			—			4,817
Prepaid expenses and other current assets		314			—			314			2,441			—			2,441						2,755
Total current assets		1,012			288,621			289,633			21,223			—			21,223			(22,797	)		288,059
Cash and marketable securities held in trust account		200,061			(524	) A		—			—			—			—						—
					(199,537	) B
Property and equipment, net		—			—			—			9,731			—			9,731			—			9,731
Operating lease, right-of-use assets		—			—			—			11,071			—			11,071			—			11,071
Restricted cash, non-current		—			—			—			1,004			—			1,004			—			1,004
Other assets		—			—			—			3,385			(3,373	) G		12			—			12
Total assets	$	201,073		$	88,560			289,633			46,414			(3,373	)		43,041		$	(22,797	)	$	309,877
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable		—			—			—			6,894			16,057	G		22,951			(19,345	) L		3,606
Accrued and other current liabilities		2,348			—			2,348			4,121			(85	) G		4,036			(1,766	) K		4,618
Accrued offering costs		0			—			0			—			—			—			—			0
Operating lease liability, current portion		—			—			—			2,772			—			2,772			—			2,772
Short-term debt		—			—			—			7,130			—			7,130						7,130
Total current liabilities		2,348			—			2,348			20,917			15,972			36,889			(21,111	)		18,126
Long term debt		—			—			—			—			—			—			—			—
Operating lease liability, long-term portion		—			—			—			11,908			—			11,908			—			11,908
Deferred underwriting fee payable		7,000			(7,000	) C		—			—			—			—			—			—
Redeemable convertible preferred stock warrant liability		—			—			—			49,293			(49,293	) H		—			—			—
Other non-current liabilities		—			—			—			978			—			978			—			978
Total liabilities		9,348			(7,000	)		2,348			83,096			(33,321	)		49,775			(21,111	)		31,012
Commitments and contingencies
Redeemable convertible preferred stock		—			—			—			39,225			(39,225	)  I		—			—			—
Class A ordinary shares subject to possible redemption		186,725			(524	) A		—			—						—			—			—
					(186,201	) D
Stockholders’ equity (deficit):																							—
Common Stock		—			1	F		3			—			—			—			13	M		16
					2	E
Class A ordinary shares		0			2	D		—			—			—			—			—			—
					(2	) E
Class B ordinary shares		1			(1	) E		—			—			—			—			—			—
Ouster Common Stock		—			—			—			—			0	H		1			(1	) M		—
														1	I
Additional paid-in capital		7,702			186,199	D		289,985			133,468			(19,345	) G		204,592			(1,686	) K		490,176
					1	E								49,293	H					(12	) M
					96,083	F								39,224	I					(2,703	) N
														1,952	J
Retained earnings (Accumulated deficit)		(2,703	)		—			(2,703	)		(209,375	)		(1,952	) J		(211,327	)		2,703	N		(211,327	)
Total stockholders’ equity (deficit)		5,000			282,285			287,285			(75,907	)		69,173			(6,734	)		(1,686	)		278,865
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$	201,073		$	88,560			289,633			46,414			(3,373	)		43,041		$	(22,797	)	$	309,877

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Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2020

(in thousands, except share and per share data)

	For the period from June 4, 2020 (inception) through			For the year ended
	December 31, 2020			December 31, 2020
	Colonnade (Historical)			Ouster, Inc. (Historical)			Pro Forma Adjustments				Pro Forma Combined
Revenue
Product revenue	$	—		$	16,886		$	—			$	16,886
Service revenue		—			2,018			—				2,018
Total revenue		—			18,904			—				18,904
Cost of revenue
Cost of product		—			17,365			—				17,365
Cost of services		—			26			—				26
Total cost of revenue		—			17,391			—				17,391
Gross profit		—			1,513			—				1,513
Operating expenses:
Research and development		—			23,317			—				23,317
Sales and marketing		—			8,998			—				8,998
General and administrative		—			20,960			2,764		AA		34,676
								9,000		BB
								1,952		CC
Formation and operational costs		2,764			—			(2,764	)	AA		—
Total operating expenses		2,764			53,275			10,952				66,991
Loss from operations		(2,764	)		(51,762	)		(10,952	)			(65,478	)
Other (expense) income
Interest income		—			24			—				24
Interest earned on marketable securities held in trust account		58						(58	)	DD		—
Interest expense		—			(2,517	)		—				(2,517	)
Unrealized loss on marketable securities held in trust account		3						(3	)	DD		—
Other income (expense), net		—			(52,150	)		48,440		EE		(3,710	)
Total other income (expense), net		61			(54,643	)		48,379				(6,203	)
Loss before income taxes		(2,703	)		(106,405	)		37,427				(71,681	)
Provision for income tax expense		—			375			—				375
Net loss	$	(2,703	)		(106,780	)		37,427			$	(72,056	)
Weighted average shares outstanding, basic and diluted		6,150,329			—							155,527,030
Basic and diluted net loss per ordinary share		(0.45	)	$	—						$	(0.46	)
Weighted average common shares outstanding, basic and diluted					25,397,143							—
Net loss per common share, basic and diluted				$	(4.20	)						—

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Notes to Unaudited Pro Forma Condensed Combined Financial Information

1. Basis of Presentation

The Transaction is accounted for as a reverse recapitalization under GAAP. Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on Ouster stockholders comprising a relative majority of the voting power of Ouster PubCo and having the ability to nominate the members of Ouster PubCo’s board of directors, Ouster’s operations prior to the acquisition comprising the only ongoing operations of Ouster PubCo, and Ouster’s senior management comprising a majority of the senior management of Ouster PubCo. Accordingly, for accounting purposes, the financial statements of Ouster PubCo will represent a continuation of the financial statements of Ouster with the Transaction treated as the equivalent of Ouster issuing stock for the net assets of CLA, accompanied by a recapitalization. The net assets of CLA will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transaction will be presented as those of Ouster in future reports of Ouster PubCo.

The unaudited pro forma condensed combined balance sheet as of December 31, 2020 combines the unaudited pro forma condensed balance sheet for CLA as of December 31, 2020 and the unaudited pro forma condensed balance sheet of Ouster as of December 31, 2020, giving effect to the transaction as if the Transaction and other events contemplated by the Merger Agreement had been consummated on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines the historical statement of operations of CLA for the period from June 4, 2020 (inception) through December 31, 2020 and the historical consolidated statement of operations and comprehensive loss of Ouster for the year ended December 31, 2020, giving effect to the transaction as if the Transaction and other events contemplated by the Merger Agreement had been consummated on January 1, 2020.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes:

• the historical audited consolidated financial statements of CLA as of December 31, 2020 and for the period from June 4, 2020 (inception) through December 31, 2020 included in CLA’s Annual Report on Form 10-K filed with SEC on March 9, 2021; and

• the historical audited consolidated financial statements of Ouster as of and for the year ended December 31, 2020 included as Exhibit 99.1 to the Form 8-K.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments based on information available as of the date of filing this Form 8-K. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Management considers this basis of presentation to be reasonable under the circumstances.

One-time direct and incremental transaction costs anticipated to be incurred prior to, or concurrent with, the Closing are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to Ouster PubCo’s additional paid-in capital and are assumed to be cash settled.

2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transaction and related transactions and has been prepared for informational purposes only. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and reflects the adoption of Release No. 33-10786. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of Ouster PubCo upon consummation of the Transaction and other events contemplated by the Merger Agreement. CLA and Ouster have not had any historical relationship prior to the Transaction. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

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Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2020 are as follows:

(A) Represents the redemption of 52,343 of CLA Class A ordinary shares for $0.5 million.

(B) Reflects the liquidation and reclassification of $199.5 million of investments held in the trust account to cash and cash equivalents that becomes available to fund the Transaction at the Closing.

(C) Reflects the payment of $7.0 million of deferred underwriters’ fees incurred during CLA’s initial public offering due upon completion of the Transaction.

(D) Reflects the reclassification of CLA Class A ordinary shares subject to possible redemption to permanent equity.

(E) Reflects the conversion of 19,947,657 CLA Class A ordinary shares and 5,000,000 CLA Class B ordinary shares into shares of common stock considering redemption of 52,343 CLA Class A ordinary shares and following the change of jurisdiction of incorporation from Cayman Islands to the State of Delaware.

(F) Reflects the proceeds of $100.0 million from the issuance and sale of 10.0 million shares of CLA common stock at $10.00 per share pursuant to the PIPE Investment entered into with PIPE Investors net of issuance costs of $3.9 million.

(G) Represents the accrual of direct and incremental transaction costs incurred subsequent to December 31, 2020 by Ouster related to the Transaction for advisory, banking, printing, legal and accounting, and reclassification of the direct and incremental transaction costs incurred on or prior to December 31, 2020 from other assets to additional paid-in capital.

(H) Reflects net share settlement of Ouster redeemable convertible preferred stock warrants and elimination of the warrant liability upon closing of the Transaction.

(I) Reflects the conversion of Ouster redeemable convertible preferred stock into Ouster common stock pursuant to the conversion rate effective immediately prior to the Transaction.

(J) Represents incremental compensation expense related to partial acceleration of Ouster options in connection with the Transaction.

(K) Represents payment of estimated direct and incremental transaction costs incurred by CLA of approximately $3.5 million in advisory, banking, printing, legal, and accounting fees in connection with the Transaction.

(L) Represents payment of estimated direct and incremental transaction costs incurred by Ouster related to the Transaction of approximately $19.3 million.

(M) Represents the recapitalization of Ouster equity and issuance of 126,501,548 of the Ouster PubCo common stock at the Exchange Ratio of approximately 0.703.

(N) Reflects the elimination of CLA’s historical retained earnings.

Ouster issued a $5 million promissory note in January 2021 to certain current investors of Ouster (or an affiliate thereof) to help continue to fund Ouster’s ongoing operations through the consummation of the Transaction. The note will accrue interest at a rate equal to LIBOR plus 8.5% per annum. The promissory note issued would increase cash and cash equivalents and short term debt of Ouster Pro Forma Adjustments and decrease cash and cash equivalents and short term debt of Merger Related Pro Forma Adjustments by the same amount. Such promissory note has been repaid by its terms in connection with the consummation of the Transaction. There would be no impact on Pro Forma Combined amounts presented due to this event.

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Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 are as follows:

(AA) Reflects the reclassification of costs incurred relating to the formation of CLA to general and administrative expenses.

(BB) Represents impact of the equity awards granted upon consummation of the Transaction to the Chair of the Board of Directors of Ouster PubCo. The equity awards include restricted stock units (“RSUs”), options and performance-based units (“PSU”). The options and PSUs include market conditions which impacts vesting and exercisability of these awards based on the achievement of specific price thresholds over the 5-year term commencing on the date of consummation of the Transaction. The compensation expense for RSUs is recognized under the straight-line attribution approach. The compensation expense for the options and PSUs is recognized under the graded vesting approach with each tranche treated as a separate equity award. The fair value of these equity awards was determined based on the closing price of CLA Class A ordinary shares on March 11, 2021.

(CC) Represents incremental compensation expense related to partial acceleration of Ouster options in connection with the Transaction.

(DD) Represents the elimination of investment income and unrealized loss on marketable securities related to the investment held in the trust account.

(EE) Represents the elimination of a non-cash loss of approximately $48.4 million associated with the fair value of the Series B redeemable convertible preferred stock warrant liability.

3. Net Loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection with the Transaction and other related events, assuming such additional shares were outstanding since January 1, 2020. As the Transaction is being reflected as if it had occurred as of January 1, 2020, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes the shares issued in connection with the Transaction have been outstanding for the entire periods presented.

The unaudited pro forma condensed combined financial information has been prepared based on the following information (in thousands, except per share data):

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	For the Year Ended
	December 31, 2020
Pro forma net loss	$	(72,056	)
Basic weighted average shares outstanding		155,527,030
Pro forma net loss per share—Basic and Diluted (1)	$	(0.46	)
Weighted average shares outstanding- basic and diluted
CLA Class A shareholders		19,947,657
Sponsor and related parties		6,175,000
Former Ouster stockholders and warrant holders (2)		120,579,373
Third Party Investors in PIPE Investment		8,825,000
		155,527,030

(1) Outstanding options and warrants are anti-dilutive and are not included in the calculation of diluted net loss per share.

(2) Amount excludes (i) 3,749,938 shares of Ouster PubCo common stock related to the conversion of all outstanding shares of Ouster unvested restricted shares and early exercised stock options subject to repurchase and (ii) 2,172,238 vested and unvested shares of Ouster PubCo common stock related to vested and unvested shares of Ouster common stock issued in exchange for non-recourse notes, which will be repaid or forgiven at the time of closing of the Transaction.

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