Business Context and Reporting Period
This Form 8-K is filed by Colonnade Acquisition Corp. (CLA) on February 3, 2021, regarding a proposed business combination with Ouster, Inc. The filing serves as a Regulation FD disclosure to announce a new commercial agreement entered into by Ouster. The transaction involves a merger between CLA, a Cayman Islands exempted company, and Ouster, a Delaware corporation, with a definitive proxy statement/prospectus filed on Form S-4.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either Ouster or Colonnade Acquisition Corp. This report focuses on a corporate event rather than periodic financial performance data.
Material Changes and Events
- Supply Agreement: On February 3, 2021, Ouster, Inc. signed a multi-year, long-term supply agreement with Lux Modus Ltd., a provider of technology solutions to the Canadian oil and gas sector.
- Merger Status: The parties previously entered into an Agreement and Plan of Merger on December 21, 2020. The filing confirms the ongoing process of the business combination.
Guidance, Outlook, and Risks
The document contains forward-looking statements regarding the anticipated timing of the business combination and Ouster's future products and markets. Management cautions that actual results may differ materially due to several risks, including:
- Failure to complete the business combination in a timely manner or at all.
- Failure to meet the business combination deadline or obtain an extension.
- Failure to satisfy conditions for consummation, such as shareholder approval and regulatory approvals.
- Potential negative effects of the pending combination on Ouster's business relationships and performance.
- Market risks associated with the highly competitive lidar technology industry.
The filing explicitly states it does not constitute an offer to sell securities and advises investors to read the definitive proxy statement/prospectus for complete information.
Investor Verification Checklist
- Verify the terms and financial impact of the supply agreement with Lux Modus Ltd. via the attached press release (Exhibit 99.1).
- Review the definitive proxy statement/prospectus on Form S-4 (File No. 333-251611) for details on the merger valuation and shareholder voting procedures.
- Confirm the status of the minimum trust account amount required following potential redemptions by CLA public shareholders.
- Monitor regulatory approvals required for the consummation of the business combination.