United States securities and exchange commission logo
January 21, 2021
Joseph S. Sambuco
Chairman of the Board of Directors
Colonnade Acquisition Corp.
1400 Centrepark Blvd, Ste 810
West Palm Beach, FL 33401
Re: Colonnade
Acquisition Corp.
Registration
Statement on Form S-4
Filed December 22,
2020
File No. 333-251611
Dear Mr. Sambuco:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Registration Statement on Form S-4 Submitted on December 22, 2020
Comparative Share Information, page 49
1. Disclose pro forma book
value per share for Colonnade and Ouster. We refer you to our
pro forma balance sheet
comments below.
Projected Financial Information, page 135
2. We note that the
disclosed prospective financial information for Ouster, Inc. is a summary
of projections provided
by Ouster to CLA. Tell us whether any other information was
provided to CLA to
support the projections. If so, disclose the material estimates and
hypothetical
assumptions upon which they are based.
Joseph S. Sambuco
FirstName
Colonnade LastNameJoseph
Acquisition Corp.S. Sambuco
Comapany
January 21,NameColonnade
2021 Acquisition Corp.
January
Page 2 21, 2021 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 177
3. We note that the table on page 180 reflects post-merger ownership
interests under two
conditions: no redemption and full redemption by former CLA Class A
shareholders.
Please expand your disclosures to clarify how the ownership interests
of the various
parties will change depending upon an actual redemption of CLA Class A
between these
two polar extremes.
4. We note for accounting purposes, the Business Combination will be
treated as a reverse
recapitalization of Ouster, the equivalent of Ouster issuing stock for
the net assets
(primarily cash) of CLA, accompanied by a recapitalization. In light
of this conclusion, it
is unclear why you refer to the merger as a business combination or
disclose why Ouster
has been determined to be an accounting acquirer. Please revise your
disclosures on page
177 and elsewhere throughout your filing so that they are consistent
with your accounting
conclusion.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 181
5. Please revise the pro forma balance sheet to present first a Colonnade
pro forma balance
sheet assuming no redemptions and a Colonnade pro forma balance sheet
assuming
maximum redemptions, before presenting the pro forma combined balance
sheets. In
separate adjustment columns following the Colonnade historical balance
sheet, present pro
forma adjustments to give effect to:
the liquidation and reclassification of $200.0 million of
investments held in the trust
account to cash;
the payment of $7.0 million of deferred underwriters fees; and
the reclassification of CLA common stock subject to possible
redemption to
permanent equity, assuming no redemptions.
6. Please present an Ouster, Inc. pro forma balance sheet before
presenting the pro forma
combined balance sheets. Present in a separate column following the
Ouster, Inc.
historical balance sheet, pro forma adjustments to give effect to:
the conversion of all outstanding shares of Ouster s redeemable
convertible preferred
stock into shares of Ouster common stock;
the net share settlement of all outstanding Ouster warrants and
the elimination of the
warrant liability; and
an accrual for the estimated direct and incremental transaction
costs incurred by
Ouster related to the Business Combination.
7. Please disclose in footnote 2(J) the ratio of the exchange of Ouster
common stock for
Ouster PubCo common stock.
Joseph S. Sambuco
FirstName
Colonnade LastNameJoseph
Acquisition Corp.S. Sambuco
Comapany
January 21,NameColonnade
2021 Acquisition Corp.
January
Page 3 21, 2021 Page 3
FirstName LastName
Information about Ouster
Market Opportunity, page 203
8. Please disclose the material facts and underlying assumptions that
support your internal
estimate that your global total addressable market will be more than
$8 billion by 2025.
Facilities, page 219
9. Please file your material leases as exhibits to the registration
statement. See Item
601(b)(10) of Regulation S-K.
Ouster s Management s Discussion and Analysis of Financial Condition and
Results of
Operations, page 220
10. Tell us whether there are any financial metrics used by Ouster's
management to evaluate
financial performance.
Executive Compensation, page 246
11. Please provide 2019 and 2020 compensation information for Ouster s
named executive
officers. See Item Instruction 1 to 402(c) of Regulation S-K.
Exclusive Forum, page 265
12. We note that the exclusive forum provision under Ouster PubCo s
Proposed Certificate of
Incorporation designates the federal district courts of the United
States as the exclusive
forum for Securities Act claims. Please state that investors cannot
waive compliance with
the federal securities laws and the rules and regulations thereunder.
Additionally, please
highlight potential enforceability concerns in light of the fact that
Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder.
Ouster, Inc. Financial Statements
Consolidated Statements of Operations and Comprehensive Loss, page F-63
13. Please revise the income statement line-item description "Gross
Profit" to indicate there
was a gross loss. Similarly revise the interim period income statement
and the pro forma
income statements.
General
14. Please provide us with copies of all written communications, as
defined in Securities Act
Rule 405, that you, or anyone authorized to do so on your behalf,
present to potential
investors in reliance on Securities Act Section 5(d), whether or not
they retain copies of
the communications.
Joseph S. Sambuco
Colonnade Acquisition Corp.
January 21, 2021
Page 4
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at (202)
551-3815 with any
other questions.
Sincerely,
FirstName LastNameJoseph S. Sambuco
Division of
Corporation Finance
Comapany NameColonnade Acquisition Corp.
Office of Technology
January 21, 2021 Page 4
cc: Daniel Nussen, Esq.
FirstName LastName