Business Context and Reporting Period
This Form 8-K filing by Colonnade Acquisition Corp. (not Ouster, Inc.) reports the consummation of its Initial Public Offering (IPO) on August 25, 2020. The report covers events occurring between August 20, 2020, and August 25, 2020. The Company is a Cayman Islands exempted company incorporated as a special purpose acquisition company (SPAC) intended to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
Key Financial Metrics
- IPO Gross Proceeds: $200,000,000 from the sale of 20,000,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $6,000,000 from the sale of 6,000,000 Private Placement Warrants to the Sponsor at $1.00 per warrant.
- Total Funds in Trust: $200,000,000 deposited into a U.S.-based trust account. This includes $196,000,000 from IPO proceeds (inclusive of $7,000,000 deferred underwriting discount) and $4,000,000 from Private Placement Warrant proceeds.
- Warrant Exercise Price: $11.50 per share.
- Operating Metrics: The filing does not provide revenue, profit, cash flow, or margin data as the Company is a pre-revenue SPAC.
Material Changes and Agreements
The primary material change is the transition from a private entity to a public company via the IPO. Key agreements entered into on August 20, 2020, include:
- Underwriting Agreement: With BTIG, LLC, representing the underwriters, including a 45-day option to purchase up to 3,000,000 additional Units.
- Trust Agreement: Establishing the trust account to hold proceeds pending a business combination.
- Private Placement Warrants Purchase Agreement: Sale of warrants to the Sponsor (Colonnade Sponsor LLC) which are non-redeemable and exercisable on a cashless basis while held by the Sponsor.
- Corporate Governance: Appointment of James C. Flores, Emil W. Henry, Jr., and Manny De Zarraga to the Board of Directors and various committees.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company must complete its initial business combination within 24 months from the closing of the IPO (by August 25, 2022).
- Redemption Rights: Public shareholders may redeem their shares for a pro rata portion of the trust account if the Company fails to complete a business combination within the 24-month period or if shareholders vote to amend the Charter regarding redemption obligations.
- Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, shareholder redemption, or liquidation, except for limited tax payments and up to $100,000 for dissolution expenses.
- Emerging Growth Company: The Company has elected to be an emerging growth company, allowing for extended transition periods for complying with new accounting standards.
Investor Verification Checklist
- Verify the status of the 45-day underwriter option to purchase 3,000,000 additional Units.
- Confirm the exact date of the 24-month deadline for completing a business combination.
- Review the terms of the Private Placement Warrants regarding transfer restrictions and cashless exercise provisions.
- Monitor the Company's progress in identifying a target business combination within the specified timeframe.
- Check for any subsequent filings regarding the exercise of the underwriter's over-allotment option.