December 6, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
| Re: | Ouster, Inc. |
Registration Statement on Form S-4
Filed November 23, 2022
(File No. 333-268556)
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission (the “Commission”) of the effective date of the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) of Ouster, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on December 8, 2022, or as soon as practicable thereafter.
The Company requests that we be notified of such effectiveness by a telephone call to Drew Capurro of Latham & Watkins LLP at (714) 755-8008 or, in his absence, Nima Movahedi of Latham & Watkins LLP at (714) 755-8262 and that such effectiveness also be confirmed in writing.
| Very truly yours, |
/s/ Angus Pacala |
| Angus Pacala |
| Chief Executive Officer |
| Ouster, Inc. |
| cc: | Via Email |
Adam Dolinko, Ouster, Inc.
Mark Bekheit, Esq., Latham & Watkins LLP
Drew Capurro, Esq., Latham & Watkins LLP
Nima Movahedi, Esq., Latham & Watkins LLP
