Business context and reporting period
This filing is Colonnade Acquisition Corp.’s Form 10-K for the fiscal year ended December 31, 2020—not an operating-company 10-K filed by Ouster, Inc. Colonnade was a newly formed SPAC with no operations or revenue; its financial statements cover June 4, 2020 (inception) through December 31, 2020, so there is no prior-year comparable period or separate Q4 results.
Colonnade completed a $200 million IPO in August 2020 and placed $200 million in a trust account. On December 21, 2020, it agreed to combine with Ouster. The proposed transaction remained subject to closing conditions; the filing does not report it as completed.
Financial results and liquidity
| Metric | Reported amount |
|---|---|
| Revenue | None; the SPAC had not commenced operations. |
| Net loss, inception through December 31, 2020 | $2.70 million |
| Operating costs | $2.76 million |
| Trust-account interest and unrealized gain | $61,054 |
| Net cash used in operating activities | $729,512 |
| Cash outside the trust account | $697,957 |
| Trust-account cash and investments | $200.06 million |
| Working-capital deficit | $1.34 million |
| Total liabilities | $9.35 million, including $7.00 million deferred underwriting fees |
| Shareholders’ equity | $5.00 million |
Profit margins are not meaningful for this non-operating SPAC. The filing reports no long-term debt or off-balance-sheet financing arrangements. It does report accrued expenses of $2.35 million and a $10,000 monthly fee to the Sponsor for office and administrative services.
Changes, outlook, and material risks
- Proposed Ouster transaction: The merger agreement provides for Ouster stockholders to receive aggregate consideration based on a $1.5 billion value at $10 per share. A related PIPE includes a commitment of $11.75 million from an affiliate of the Sponsor; the filing does not state the total PIPE amount here.
- Going concern: The auditor’s report highlights substantial doubt about Colonnade’s ability to continue as a going concern. The company had limited working capital, expected continued transaction costs, and said additional financing might be needed; Sponsor and management loans were optional, not committed.
- Deadline and redemptions: Colonnade had until August 25, 2022 to complete a business combination. If unsuccessful, public shares were generally to be redeemed from the trust, while warrants would expire worthless. Redemptions could also reduce cash available to close the Ouster transaction.
- Contingent costs: The $7 million deferred underwriting fee is payable upon a completed business combination. The filing also describes placement-agent and advisory arrangements with fees due or potentially due at closing; certain placement fees include minimums, and some amounts were not incurred as of year-end.
- Other risks: The filing cites COVID-19 uncertainty, potential claims against trust assets, limited outside-trust liquidity, conflicts of interest involving the Sponsor and management, and risks that the transaction would not close. Management provided no operating forecast or quantified guidance.
Important facts for investors to verify
- Confirm the filing entity and scope: these are Colonnade SPAC results, not Ouster’s operating results.
- Review the final transaction terms, total PIPE financing, redemption levels, closing conditions, and any subsequent changes to the proposed merger.
- Assess the going-concern warning and whether funding outside the trust account was sufficient to meet transaction and operating costs.
- Verify the amounts and payment conditions for deferred underwriting, placement-agent, advisory, and Sponsor-related fees.
- Check current trust-account balances, creditor claims, share and warrant terms, and the status of the business-combination deadline.