SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 10, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
350 Treat Avenue
San Francisco, California
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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
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|
Emerging growth company ☒
On March 12, 2021, Ouster, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report the closing of the Business Combination and related matters under Items 1.01, 2.01, 3.02, 3.03, 5.01, 5.02, 5.06, 8.01 and 9.01 of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Form 8-K/A is being filed to amend the Original Report to include additional matters related to the closing of the Business Combination under Items 4.01, 5.03 and 5.05 of Form 8-K (as amended, this “Report”).
Capitalized terms used herein but not defined herein have the meanings given to such terms in the Original Report.
Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) Dismissal of independent registered public accounting firm.
On March 11, 2021, the audit committee of Ouster’s board of directors dismissed Marcum LLP (“Marcum”), Ouster’s independent registered public accounting firm prior to the Business Combination, as Ouster’s independent registered public accounting firm following completion of Marcum’s audit of the financial statements of Ouster as of and for the year ended December 31, 2020, which consists only of the accounts of the prebusiness combination special purpose acquisition company, Ouster.
The report of Marcum on Ouster’s balance sheet as of December 31, 2020 and the statements of operations, changes in stockholders’ equity and cash flows for the period from June 4, 2020 (inception) to December 31, 2020, which included an explanatory paragraph as to the Company’s ability to continue as a going concern, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.
During the period from June 4, 2020 (inception) to December 31, 2020 and subsequent interim period through March 11, 2021, there were no disagreements between Ouster and Marcum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreements in its reports on Ouster’s financial statements for such period.
During the period from June 4, 2020 (inception) to December 31, 2020 and subsequent interim period through March 11, 2021, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).
Ouster has provided Marcum with a copy of the foregoing disclosures and has requested that Marcum furnish Ouster with a letter addressed to the SEC stating whether it agrees with the statements made by Ouster set forth above. A copy of Marcum’s letter, dated March 11, 2021, is filed as Exhibit 16.1 to this Report.
(b) Disclosures regarding the new independent auditor.
On March 11, 2021, the audit committee of Ouster’s board of directors approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as Ouster’s independent registered public accounting firm to audit Ouster’s consolidated financial statements as of and for the year ended December 31, 2021. PwC served as independent registered public accounting firm of Old Ouster prior to the Business Combination. During the period from June 4, 2020 (inception) to December 31, 2020, and the subsequent interim period through March 11, 2021, Ouster did not consult with PwC with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on Ouster’s financial statements, and neither a written report nor oral advice was provided to Ouster that PwC concluded was an important factor considered by Ouster in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement or a reportable event (each as defined above).
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 10, 2021 and in connection with the Domestication, Ouster filed a Certificate of Incorporation with the Secretary of State of the State of Delaware. The material terms of the Certificate of Incorporation and the Bylaws that took effect upon the filing of the Certificate of Incorporation with the Secretary of State of the State of Delaware are discussed in the Proxy Statement/Prospectus in the sections titled “Domestication Proposal” beginning on page 139 and “Organizational Documents Proposals” beginning on page 142, which are incorporated by reference herein.
Copies of the Certificate of Incorporation and the Bylaws are included as Exhibits 3.1 and 3.2 to this Report, respectively, and are incorporated herein by reference.
Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
In connection with the Business Combination, on March 11, 2021, Ouster’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of Ouster. A copy of the Code of Business Conduct and Ethics can be found at https://investors.ouster.com/ under the link “Governance.” The above description of the Code of Business Conduct and Ethics does not purport to be complete and is qualified in its entirety by reference to the full text of the Code of Business Conduct and Ethics, a copy of which is filed as Exhibit 14.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of Old Ouster as of and for the years ended December 31, 2020 and 2019 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of CLA and Old Ouster as of and for the year ended December 31, 2020 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.
The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
Indicates a management contract or compensatory plan.
Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10).
|Date: March 12, 2021||By:|
/s/ Anna Brunelle
|Title:||Chief Financial Officer|