Business Context and Reporting Period
This Form 8-K is filed by Ouster, Inc. (the "Company"), the reporting successor to Colonnade Acquisition Corp. ("CLA"), on May 13, 2021. The filing addresses a material accounting restatement following the Company's merger with Ouster Technologies, Inc. ("OTI") consummated on March 11, 2021. The report specifically concerns the financial statements of CLA for the year ended December 31, 2020.
Key Financial Metrics
This filing does not contain specific revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses exclusively on the classification of warrants and the resulting need to restate prior financial statements. No quantitative financial data is provided in this text.
Material Changes Versus Prior Period
The primary material change is the reclassification of Public and Private Warrants from equity to a liability measured at fair value. This change is driven by the SEC Staff Statement issued on April 12, 2021, regarding accounting considerations for warrants issued by Special Purpose Acquisition Companies (SPACs). Consequently, the Company concluded that CLA's previously issued consolidated financial statements for the year ended December 31, 2020, must be restated. The historical audited financial statements of OTI are not affected by this change.
Guidance, Outlook, Risks, and Unusual Items
- Restatement Plan: The Company intends to file restated financial statements for CLA for the year ended December 31, 2020, on Form 10-K/A as soon as reasonably practicable.
- Non-Reliance Notice: Investors should no longer rely on CLA's previously issued consolidated financial statements, earnings releases, investor presentations, or similar communications for the year ended December 31, 2020.
- Internal Controls: The Company has concluded that CLA did not maintain effective disclosure controls and procedures and had a material weakness in internal control over financial reporting as of December 31, 2020.
- Accounting Firm Involvement: The matter was discussed with Marcum LLP (CLA's prior auditor) and PricewaterhouseCoopers LLP (the Company's current auditor).
Important Facts for Investor Verification
- Verify the upcoming Form 10-K/A filing for the restated financial impact of warrant reclassification on CLA's 2020 results.
- Confirm the specific fair value adjustments and earnings impact resulting from the liability classification of warrants.
- Monitor the Company's remediation plan for the identified material weakness in internal controls over financial reporting.
- Note that OTI's historical financial statements remain unaffected by this restatement.