0001193125-21-213214 | S-1/A | XBRL Viewer

Issuance of notes to stockholders

1,293,000

(44,000)

$ (44,000)

51,000

Ending balance at Dec. 31, 2019

(51,661,000)

$ (100,319,000)

$ 0

2,320,000

(44,000)

(102,595,000)

$ (44,000)

Ending balance (in shares) at Dec. 31, 2019

7,902,407

Ending balance (in shares) at Dec. 31, 2019

7,902,406

7,902,407

^[1]

Ending balance at Mar. 31, 2020

$ 40,016,000

Ending balance (in shares) at Mar. 31, 2020

^[1]

4,384,348

Issuance of common stock upon exercise of stock options

$ 2,000

2,000

Issuance of common stock upon exercise of stock options (in shares)

^[1]

423

$ 175,000

175,000

12,000

Ending balance at Mar. 31, 2020

(18,693,000)

(118,779,000)

2,509,000

(121,288,000)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Reclassification of notes receivable from stockholders

44,000

Ending balance (in shares) at Mar. 31, 2020

^[1]

7,902,830

Beginning balance at Dec. 31, 2019

$ 40,016,000

Issuance of redeemable convertible preferred stock upon exercise of warrants

$ 39,225,000

Beginning balance (in shares) at Dec. 31, 2019

4,384,348

^[1]

Issuance of redeemable convertible preferred stock, net of discount and issuance cost, Shares

88,434,754

Conversion of redeemable convertible preferred stock to common stock

$ (40,016,000)

Conversion of redeemable convertible preferred stock to common stock, Shares

(4,384,348)

$ 39,225,000

Beginning balance at Dec. 31, 2019

88,434,754

^[1]

12,805,171

$ (100,319,000)

$ 0

2,320,000

(44,000)

(102,595,000)

(44,000)

Beginning balance (in shares) at Dec. 31, 2019

7,902,407

Issuance of common stock upon exercise of stock options

$ 379,000

379,000

Issuance of common stock upon exercise of stock options (in shares)

12,221,363

Issuance of common stock upon vesting of restricted stock awards

$ 6,000

6,000

Issuance of common stock upon vesting of restricted stock awards, Shares

1,617,264

Conversion of redeemable convertible preferred stock to common stock

40,016,000

Stock issued during period, conversion of convertible securities (in shares)

4,384,348

Conversion of convertible notes to common stock

78,311,000

Conversion of convertible notes to common stock, Shares

7,201,912

Reclassification of a note receivable from a stockholder

12,057,000

44,000

$ 44,000

379,000

(106,780,000)

$ (75,907,000)

$ 0

133,468,000

(209,375,000)

$ 5,000,000

$ 719

$ 500

$ 56,511,471

$ (51,512,690)

Beginning balance (in shares) at Dec. 31, 2019

33,327,294

7,194,829

5,000,000

7,902,406

7,902,407

^[1]

Beginning balance at Jun. 03, 2020

33,327,294

^[1]

5,000,000

7,194,829

5,000,000

$ 39,225,000

Beginning balance at Jun. 03, 2020

88,434,754

^[1]

12,805,171

Issuance of Class B ordinary shares to Sponsor

25,000

$ 575

24,425

Issuance of Class B ordinary shares to Sponsor, Shares

5,750,000

Sale of 20,000,000 Units, net of underwriting discounts and offering costs

182,373,493

$ 2,000

182,371,493

Sale of 20,000,000 Units, net of underwriting discounts and offering costs, Shares

20,000,000

Excess of cash received over fair value of Private Placement Warrants

2,205,000

Forfeiture of Founder Shares

$ (75)

Forfeiture of Founder Shares, Shares

(750,000)

Class A Ordinary shares subject to possible redemption

(112,077,922)

$ (1,281)

(112,076,641)

Class A Ordinary shares subject to possible redemption, Shares

(12,805,171)

Accretion to redemption value

(16,012,881)

(51,512,690)

$ (75,907,000)

$ 0

133,468,000

(209,375,000)

$ 5,000,000

$ 719

$ 500

$ 56,511,471

$ (51,512,690)

33,327,294

7,194,829

5,000,000

Issuance of redeemable convertible preferred stock upon exercise of warrants

33,327,294

^[1]

5,000,000

7,194,829

5,000,000

$ 58,097,000

Issuance of redeemable convertible preferred stock, net of discount and issuance cost, Shares

^[1]

4,232,947

Ending balance at Mar. 31, 2021

$ 0

Ending balance (in shares) at Mar. 31, 2021

^[1]

Issuance of common stock upon exercise of stock options

$ 190,000

$ 1,000

189,000

Issuance of common stock upon exercise of stock options (in shares)

^[1]

727,114

Conversion of redeemable convertible preferred stock to common stock

97,334,000

$ 12,000

97,322,000

Stock issued during period, conversion of convertible securities (in shares)

^[1]

92,667,701

5,256,000

438,000

Ending balance at Mar. 31, 2021

(20,957,000)

251,755,000

$ 16,000

482,071,000

$ (230,332,000)

$ 0

Increase (Decrease) in Temporary Equity [Roll Forward]

Conversion of redeemable convertible preferred stock to common stock (in shares)

^[1]

(92,667,701)

Conversion of redeemable convertible preferred stock to common stock

$ (97,322,000)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Repurchase of common stock (shares)

^[1]

(220,561)

Repurchase of common stock

$ (43,000)

(43,000)

Issuance of common stock upon merger and private offering, net of acquired private placement warrants of $19,377 (in shares)

^[1]

34,947,657

Issuance of common stock upon merger and private offering, net of acquired private placement warrants of $19,377

$ 272,064,000

$ 3,000

272,061,000

Offering costs in connection with the merger

$ (26,620,000)

Ending balance (in shares) at Mar. 31, 2021

161,449,205

^[1]

[1]	The shares of the Company’s common and redeemable convertible preferred stock, prior to the Merger (as defined in Note 1), have been retroactively restated as shares reflecting the exchange ratio of approximately 0.703 established in the Merger as described in Note 1.

Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical)	3 Months Ended		7 Months Ended
	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)
Private placement warrants acquired as part of the merger	$ 19,377,000	$ 0
Share exchange ratio	0.703
Colonnade Acquisition Corp.
Sale of Public Units			$ 20,000,000

Consolidated Statement Of Cash Flows - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended
Consolidated Statement Of Cash Flows - USD ($)	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (20,957,000)	$ (18,693,000)		$ (106,780,000)	$ (51,661,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization				3,718,000	2,032,000
Interest earned on marketable securities held in Trust Account	(1,000)	(22,000)
Services exchanged for common stock					28,000
Change in fair value of derivative liability				5,308,000
Gain on extinguishment of tranche right liability				(1,610,000)
Inventory obsolescence impairment				797,000	4,764,000
Write-off of property and equipment					555,000
Depreciation and amortization	1,095,000	822,000
Stock-based compensation	5,256,000	175,000		12,057,000	1,235,000
Change in right-of-use asset	520,000	436,000		1,887,000	1,291,000
Interest expense on notes and convertible debt	36,000	905,000		1,030,000	2,446,000
Amortization of debt issuance costs and debt discount	250,000	94,000		258,000	344,000
Change in fair value of warrant liabilities	4,152,000	0		48,440,000	6,000
Change in fair value of derivative liability	0	5,308,000
Inventory obsolescence impairment	0	1,483,000		4,538,000	4,111,000
Changes in operating assets and liabilities:
Accounts receivable	(140,000)	(463,000)		(1,390,000)	(425,000)
Inventory	(476,000)	(2,980,000)		(3,146,000)	(5,380,000)
Prepaid expenses and other assets				(1,442,000)	(538,000)
Accounts payable				144,000	2,109,000
Accrued and other liabilities				(417,000)	2,632,000
Operating lease liability	(678,000)	165,000		(971,000)	375,000
Prepaid expenses and other assets	(1,202,000)	(27,000)
Accounts payable	(1,000)	590,000
Accrued and other liabilities	(254,000)	351,000
Net cash used in operating activities	(12,399,000)	(11,834,000)		(42,117,000)	(40,187,000)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(597,000)	(1,393,000)		(3,509,000)	(7,494,000)
Net cash used in investing activities	(597,000)	(1,393,000)		(3,509,000)	(7,494,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes					40,498,000
Proceeds from issuance of debt					10,000,000
Repayment of debt				(3,000,000)
Proceeds from exercise of stock options	504,000	2,000		1,337,000	7,000
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost of $265				41,526,000
Net cash provided by financing activities	258,799,000	2,000		39,863,000	50,505,000
Proceeds from the merger and private offering	291,454,000	0
Payment of offering costs	(26,116,000)	0
Repayment of debt	(7,000,000)	0
Proceeds from convertible notes payable	5,000,000	0
Repayment of promissory notes to related parties	(5,000,000)	0
Repurchase of common stock	(43,000)	0
Net increase (decrease) in cash, cash equivalents and restricted cash	245,803,000	(13,225,000)		(5,763,000)	2,824,000
Cash, cash equivalents and restricted cash at beginning of period	12,642,000	18,405,000		18,405,000	15,581,000
Cash - Beginning	11,362,000	16,848,000		16,848,000
Cash, cash equivalents and restricted cash at end of period	258,445,000	5,180,000	$ 12,642,000	12,642,000	18,405,000
Cash - Ending	257,165,000	3,624,000	11,362,000	11,362,000	16,848,000
SUPPLEMENTAL DISCLOSURES OF OPERATING ACTIVITIES:
Cash paid for interest	635,000	278,000		1,228,000	792,000
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Property and equipment purchases included in accounts payable and accrued liabilities	100,000	244,000		232,000	825,000
Right-of-use assets obtained in exchange for operating lease liability				6,409,000	3,939,000
Issuance of common stock pursuant to the conversion of convertible notes and accrued interest				78,311,000
Conversion of redeemable convertible preferred stock to common stock	97,322,000	0		40,016,000
Deferred transaction costs not yet paid				3,373,000
Issuance of warrants per loan agreement amendment					53,000
Issuance of common stock on exercise of stock options with notes receivable from stockholders					$ 44,000
Reclassification of common stock on exercise of stock options with notes receivable from stockholders				44,000
Private placement warrants acquired as part of the merger	19,377,000	0
Issuance of redeemable convertible preferred stock upon exercise of warrants	58,097,000	0
Offering costs not yet paid	504,000	0
Reclassification of common stock on exercise of stock options with notes receivable from stockholders	0	$ 44,000
Colonnade Acquisition Corp.
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			(51,512,690)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account			(57,914)
Unrealized gain on marketable securities held in Trust Account			(3,140)
Issuance costs related to warrant liability			371,124
Change in fair value of warrant liabilities			48,439,000
Changes in operating assets and liabilities:
Prepaid expenses			(314,138)
Accrued expenses			2,348,246
Net cash used in operating activities			(729,512)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment of cash in Trust Account			(200,000,000)
Net cash used in investing activities			(200,000,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of Units, net of underwriting discounts paid			196,000,000
Proceeds from sale of Private Placement Warrants			6,000,000
Proceeds from promissory note - related party			126,005
Repayment of promissory note - related party			(126,005)
Payment of offering costs			(572,531)
Net cash provided by financing activities			201,427,469
Net Change in Cash			697,957
Cash - Beginning	$ 697,957
Cash - Ending			697,957	$ 697,957
Non-Cash Investing and Financing Activities:
Deferred underwriting fee payable			7,000,000
Offering costs paid directly by Sponsor from proceeds from issuance of Class B ordinary shares			25,000
Offering costs included in accrued offering costs			$ 100

Consolidated Statement Of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Operating Cash Flows, Direct Method [Abstract]
Issuance cost	$ 265
Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets
Cash and cash equivalents	11,362	$ 16,848
Restricted cash, current	276	276
Restricted cash, non-current	1,004	1,281
Total cash, cash equivalents and restricted cash	12,642	$ 18,405
Restricted cash, current	276
Restricted cash, non-current	$ 1,004

Description of Business and Basis of Presentation	3 Months Ended	12 Months Ended
Description of Business and Basis of Presentation	Mar. 31, 2021	Dec. 31, 2020
Business Description and Basis of Presentation	Note 1 – Description of Business and Basis of Presentation *Description of Business* Ouster, Inc. was incorporated in the state of Delaware on June 4, 2020. The Company’s operating subsidiary, Ouster Technologies, Inc. (“OTI” and prior to the Merger (as defined below), named Ouster, Inc.), was incorporated in the state of Delaware on June 30, 2015. The Company is a leading provider of high-resolution digital lidar sensors that offer advanced 3D vision to machinery, vehicles, robots, and fixed infrastructure assets, allowing each to understand and visualize the surrounding world and ultimately enabling safe operation and ubiquitous autonomy. Unless the context otherwise requires, references in this subsection to “the Company” refer to the business and operations of OTI (formerly known as Ouster, Inc.) and its consolidated subsidiaries prior to the Merger (as defined below) and to Ouster, Inc. (formerly known as Colonnade Acquisition Corp.) and its consolidated subsidiaries following the consummation of the Merger. Colonnade Acquisition Corp. (“CLA”), the Company’s predecessor, was originally a blank check company incorporated as a Cayman Islands exempted company on June 4, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On March 11, 2021, CLA consummated a merger with the Company pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 21, 2020, details of which are included below. *Basis of Presentation and Principles of Consolidation* The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”) applicable to interim periods. The functional currency for the Company is the United States dollar. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results of operations for the periods shown. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020 and the notes related thereto, included as Exhibit 99.1 to the Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2021. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. The results of operations for any interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future years or interim periods. *Liquidity* The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis. The Company has experienced recurring losses from operations, and negative cash flows from operations. As of March 31, 2021, the Company had an accumulated deficit of approximately $230 million. The Company has historically financed its operations primarily through the Merger and related transactions, the sale of convertible notes, equity securities, proceeds from debt and, to a lesser extent, cash received from sales. Management expects significant operating losses and negative cash flows from operations to continue for the foreseeable future. The Company expects to continue investing in product development and sales and marketing activities. The long-term continuation of the Company’s business plan is dependent upon the generation of sufficient revenues from its products to offset expenses. In the event that the Company does not generate sufficient cash flows from operations and is unable to obtain funding, the Company will be forced to delay, reduce, or eliminate some or all of its discretionary spending, which could adversely affect the Company’s business prospects, ability to meet long-term liquidity needs or ability to continue operations. The Company has concluded that its cash and cash equivalents as of March 31, 2021 are sufficient for the Company to continue as a going concern for at least one year from the date these unaudited condensed consolidated financial statements are available for issuance. *Merger Agreement with Colonnade Acquisition Corp. and Beam Merger Sub, Inc.* On December 21, 2020, OTI entered into the Merger Agreement with CLA and Beam Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and subsidiary of CLA. OTI’s board of directors unanimously approved OTI’s entry into the Merger Agreement, and on March 11, 2021, the transactions contemplated by the Merger Agreement were consummated. Pursuant to the terms of the Merger Agreement, (i) CLA domesticated as a corporation incorporated under the laws of the State of Delaware and changed its name to “Ouster, Inc.” and (ii) Merger Sub merged with and into OTI (such transactions contemplated by the Merger Agreement, the “Merger”), with OTI surviving the Merger. As a result of the Merger, among other things, (1) each of the then issued and outstanding 5,000,000 CLA Class B ordinary shares, par value $0.0001 per share, of CLA (the “CLA Class B ordinary shares”) converted automatically, on a one-for-one basis, into a CLA Class A ordinary share (as defined below), (2) immediately following the conversion described in clause (1), each of the then issued and outstanding 25,000,000 Class A ordinary shares, par value $0.0001 per share, of CLA (the “CLA Class A ordinary shares”), converted automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Ouster (the “Ouster common stock”), (3) each of the then issued and outstanding 10,000,000 redeemable warrants of CLA (the “CLA warrants”) converted automatically into a redeemable warrant to purchase one share of Ouster common stock (the “Public warrants”) pursuant to the Warrant Agreement, dated August 20, 2020 (the “Warrant Agreement”), between CLA and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, and (4) each of the then issued and outstanding units of CLA that had not been previously separated into the underlying CLA Class A ordinary shares and underlying CLA warrants upon the request of the holder thereof (the “CLA units”), were cancelled and entitled the holder thereof to one share of Ouster common stock and one-half of one Public warrant, and (5) each of the then issued and outstanding 6,000,000 private placement warrants of CLA (the “Private Placement warrants”) converted automatically into a Public warrant pursuant to the Warrant Agreement. No fractional Public warrants were issued upon separation of the CLA units. Immediately prior to the effective time of the Merger, (1) each share of OTI’s Series B Preferred Stock, par value $0.00001 per share (the “OTI Preferred Stock”), converted into one share of common stock, par value $0.00001 per share, of OTI (the “OTI common stock” and, together with OTI Preferred Stock, the “OTI Capital Stock”) (such conversion, the “OTI Preferred Conversion”) and (2) all of the outstanding warrants to purchase shares of OTI Capital Stock were exercised in full or terminated in accordance with their respective terms (the “OTI Warrant Settlement”). As a result of and upon the closing of the Merger, among other things, all shares of OTI Capital Stock (after giving effect to the OTI Warrant Settlement) outstanding immediately prior to the closing of the Merger together with shares of OTI common stock reserved in respect of options to purchase shares of OTI common stock and restricted shares of OTI common stock (together, the “OTI Awards”) outstanding immediately prior to the closing of the Merger that were converted into awards based on Ouster common stock, were cancelled in exchange for the right to receive, or the reservation of, an aggregate of 150,000,000 shares of Ouster common stock (at a deemed value of $10.00 per share), which, in the case of OTI Awards, were shares underlying awards based on Ouster common stock, representing a fully-diluted pre-transaction. Upon closing of the Merger, the Company received gross proceeds of $299.9 million from the Merger and private offering, offset by $8.5 million of pre-merger costs relating to CLA and offerings costs of $26.6 million. The Merger was accounted for as a reverse recapitalization under generally accepted accounting principles (“GAAP”). Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on OTI stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, OTI’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and OTI’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Merger being treated as the equivalent of OTI issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. *PIPE Investment* On December 21, 2020, concurrently with the execution of the Merger Agreement, CLA entered into subscription agreements with certain institutional and accredited investors (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 10,000,000 shares of Ouster common stock at $10.00 per share for an aggregate commitment amount of $100,000,000 (the “PIPE Investment”), a portion of which was funded by certain affiliates of Colonnade Sponsor LLC, CLA’s sponsor (the “Sponsor”). The PIPE Investment was consummated substantially concurrently with the closing of the Merger.	Note 1 – Description of Business and Basis of Presentation *Description of Business* Ouster, Inc (the “Company”) was incorporated in the state of Delaware on June 30, 2015. The Company is a leading provider of high-resolution digital lidar sensors that offer advanced 3D vision to machinery, vehicles, robots, and fixed infrastructure assets, allowing each to understand and visualize the surrounding world and ultimately enabling safe operation and ubiquitous autonomy. *Basis of Presentation and Principles of Consolidation* The consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”). The functional currency for the Company is the United States dollar. All intercompany balances and transactions have been eliminated in consolidation. *Going Concern* The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has experienced recurring losses from operations, and negative cash flows from operations. As of December 31, 2020, the Company had an accumulated deficit of approximately $209.4 million. The Company has historically financed its operations primarily through the sale of convertible notes, equity securities, proceeds from debt and, to a lesser extent, cash received from sales. Management expects significant operating losses and negative cash flows from operations to continue for the foreseeable future. The Company may need to raise additional capital in the future. There can be no assurance that, in the event the Company requires additional financing, such financing will be available at terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations, raise additional capital and reduce discretionary spending should additional capital not become available could have a material adverse effect on the Company’s ability to achieve its business objectives. The Company has concluded that its cash and cash equivalents as of December 31, 2020 together with the $260 million proceeds from the Merger and related transactions (discussed below) are sufficient for the Company to continue as a going concern for at least one year from the date these financial statements are available for issuance. *Merger Agreement with Colonnade Acquisition Corp. and Beam Merger Sub, Inc.* On December 21, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Colonnade Acquisition Corp., a Cayman Islands exempted company (“CLA”), and Beam Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and subsidiary of CLA. The Company’s board of directors unanimously approved the Company’s entry into the Merger Agreement, and on March 11, 2021, the transactions contemplated by the Merger Agreement were consummated. Pursuant to the terms of the Merger Agreement, (i) CLA domesticated as a corporation incorporated under the laws of the State of Delaware and changed its name to “Ouster, Inc.” (CLA after such domestication and the other transactions contemplated by the Merger Agreement being referred to as “Ouster PubCo”) and (ii) Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger and renamed “Ouster Technologies, Inc.” As a result of and upon the closing of the transactions contemplated by the Merger Agreement, all outstanding shares of the Company’s capital stock (after giving effect to the exercise in full or termination of all outstanding warrants to purchase the Company’s capital stock in accordance with their terms immediately prior to the effective time of the Merger) as of immediately prior to the effective time of the Merger, and, together with shares of the Company’s common stock reserved in respect of all outstanding options to purchase shares of the Company’s common stock and all restricted shares of the Company’s common stock outstanding immediately prior to the Merger (collectively, the “Company Awards”), were cancelled in exchange for the right to receive, or the reservation of, shares of Ouster PubCo common stock (at a deemed value of $10.00 per share) or, as applicable, shares underlying awards based on Ouster PubCo common stock, representing a fully-diluted pre-transaction equity value of the Company of $1.5 billion per the Merger Agreement. The Merger was accounted for as a reverse recapitalization and under generally accepted accounting principles (“GAAP”). Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on Ouster Technologies, Inc. (“OTI”) stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, OTI’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and OTI’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Merger being treated as the equivalent of OTI issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement.
Colonnade Acquisition Corp.
Business Description and Basis of Presentation		NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Colonnade Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 4, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intends to focus on industries that complements the Company’s management team’s expertise and network of relationships in the natural resources, energy, real estate and agricultural industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one subsidiary, Beam Merger Sub, Inc. (formerly known as C-Sweet Sub, Inc,), a direct wholly owned subsidiary of the Company incorporated in Delaware on December 15, 2020 (“Merger Sub”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 4, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of Ouster, Inc., a Delaware corporation (“Ouster”) (see Note 7). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering became effective on August 20, 2020. On August 25, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares” and with respect to the warrants included in the Units sold, the “Public Warrants”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Colonnade Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 5. Transaction costs amounted to $11,597,631, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $597,631 of other offering costs. Following the closing of the Initial Public Offering on August 25, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company seeks shareholder approval, the Company will complete a Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination. The Company will have until August 25, 2022 (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes payable. This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. *Restatement of Previously Issued Financial Statements* The Company has restated its consolidated financial statements as of December 31, 2020 and for the period from June 4, 2020 (inception) through December 31, 2020, as well as the unaudited condensed financial statements for the three months ended September 30, 2020 and for the period from June 4, 2020 (inception) through September 30, 2020, and the audited balance sheet as of August 25, 2020, to correct misstatements in those prior periods primarily related to misstatements identified in improperly applying accounting guidance on certain warrants, recognizing them as equity instead of a warrant liability, under the guidance of Accounting Standards Codification (“ASC”) 815-40, Contracts in Entity’s Own Equity. See Note 2 for additional information regarding the errors identified and the restatement adjustments made to the consolidated financial statements. *Risks and Uncertainties* Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. *Liquidity and Going Concern* As of December 31, 2020, the Company had $697,957 in its operating bank accounts, $200,061,054 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $1,336,251. As of December 31, 2020, approximately $61,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through August 25, 2022, the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by stockholders). These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Restatement of Previously Issued Audited and Unaudited Financial Statements

12 Months Ended

Dec. 31, 2020

Restatement of Previously Issued Audited and Unaudited Financial Statements

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED AUDITED AND UNAUDITED FINANCIAL STATEMENTS

In May 2021, the Audit Committee of the Company’s Board of Directors, after considering the recommendations of management, concluded that, because of a misapplication of the accounting guidance related to its Warrants, the Company’s previously issued financial statements for the periods beginning June 4, 2020 (inception) through December 31, 2020 (collectively, the “Affected Periods”) should no longer be relied upon. As such, the Company is restating its consolidated financial statements for the Affected Periods.

On April 12, 2021, the Staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). In the Staff Statement, the Staff of the SEC expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on August 25, 2020, the Company’s Warrants were accounted for as equity within the Company’s previously reported consolidated balance sheets. Accordingly, the consolidated statements of operations did not include any subsequent noncash changes in estimated fair value of the Warrants. The views expressed in the Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement. In light of the Staff Statement, the Company reassessed its accounting for the Warrants and concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement.

The warrant agreement governing the Warrants includes a provision (the “Replacement of Securities Upon Reorganization”), the application of which could result in a different settlement value for the Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement Warrants which contain this term could not be considered “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s ordinary shares, all holders of the Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for their Warrants. In other words, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares would be entitled to cash. These provisions preclude the Company from classifying the Warrants in stockholders’ equity. As a result of these provisions, the Company has restated its consolidated financial statements to reflect the Company’s Warrants as a derivative liability with changes in fair value recorded in the current period earnings. In addition, a portion of offering costs were allocated to the Warrants and recognized in expense. The material terms of the Warrants are more fully described in Note 8.

The following presents a reconciliation of the consolidated balance sheets, statements of operations and cash flows for the Affected Periods.


	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet as of December 31, 2020
Public warrants derivative liability		—			35,800,000			35,800,000
Private warrants derivative liability		—			22,834,000			22,834,000
Total liabilities		9,348,246			58,634,000			67,982,246
Class A ordinary shares subject to possible redemption		186,724,794			(58,633,991	)		128,090,803
Class A ordinary shares		133			586			719
Additional Paid-In Capital		7,701,942			48,809,529			56,511,471
Accumulated Deficit		(2,702,566	)		(48,810,124	)		(51,512,690	)
Total stockholders’ equity		5,000,009			(9	)		5,000,000
Statement of Operations for the period from June 4, 2020 (Inception) through December 31, 2020
Loss from operations		(2,763,620	)		—			(2,763,620	)
Change in fair value of warrant liabilities		—			(48,439,000	)		(48,439,000	)
Allocated expense for warrant issuance cost		—			371,124			371,124
Total other income (expense)		61,054			(48,810,124	)		(48,749,070	)
Net loss		(2,702,566	)		(48,810,124	)		(51,512,690	)
Basic and diluted net loss per share, ordinary shares		(0.45	)		(13.07	)		(13.52	)
Statement of Cash Flows for the period from June 4, 2020 (Inception) through December 31, 2020
Net loss		(2,702,566	)		(48,810,124	)		(51,512,690	)
Issuance costs related to warrant liability		—			371,124			371,124
Change in fair value of warrant liabilities		—			48,439,000			48,439,000
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet as of September 30, 2020
Public warrants derivative liability		—			5,100,000			5,100,000
Private warrants derivative liability					3,024,141			3,024,141
Total liabilities		7,100,100			8,124,141			15,224,241
Class A ordinary shares subject to possible redemption		189,367,849			(8,124,135	)		181,243,714
Class A ordinary shares		106			82			188
Additional Paid-In Capital		5,058,839			(1,699,823	)		3,359,016
Retained Earnings (Accumulated Deficit)		(59,514	)		1,699,735			1,640,221
Total stockholders’ equity		5,000,006			(6	)		5,000,000
Statement of Operations for the period from June 4, 2020 (inception) through September 30, 2020
Loss from operations		(61,266	)		—			(61,266	)
Change in fair value of warrant liabilities		—			2,070,859			2,070,859
Allocated expense for warrant issuance cost		—			371,124			371,124
Total other income		1,752			1,699,735			1,701,487
Net income (loss)		(59,514	)		1,699,735			1,640,221
Basic and diluted net (loss) per share, ordinary shares		(0.01	)		—			(3.68	)
Statement of Operations for the three months ended September 30, 2020
Loss from operations		(56,266	)		—			(56,266	)
Change in fair value of warrant liabilities		—			2,070,859			2,070,859
Allocated expense for warrant issuance cost		—			371,124			371,124
Total other income		1,752			1,699,735			1,701,487
Net income (loss)		(54,514	)		1,699,735			1,645,221
Basic and diluted net loss per share, ordinary shares		(0.01	)		(2.86	)		(2.87	)
Statement of Cash Flows for the period from June 4, 2020 (inception) through September 30, 2020
Net income (loss)		(59,514	)		1,699,735			1,640,221
Issuance costs related to warrant liability		—			371,124			371,124
Change in fair value of warrant liabilities		—			(2,070,859	)		(2,070,859	)

	As of August 25, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet
Public warrants derivative liability		—			6,400,000			6,400,000
Private warrants derivative liability		—			3,795,000			3,795,000
Total liabilities		8,191,331			10,195,000			18,386,331
Class A Ordinary Shares		106			102			208
Additional Paid-In Capital		5,004,328			371,013			5,375,341
Accumulated Deficit		(5,000	)		(371,124	)		(376,124	)
Total stockholders’ equity		5,000,009			(9	)		5,000,000

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include, but are not limited to, the useful lives of long-lived assets, revenue recognition, sales return reserve, allowances for inventory valuation, the realizability of deferred tax assets, the measurement of stock-based compensation, and the valuation of the Company’s various financial instruments (including preferred stock and warrants). The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates.

The Company is not aware of any specific event or circumstances that would require an update to estimates, judgments or assumptions or a revision to the carrying value of the Company’s assets or liabilities as of the date these financial statements were available to be issued. These estimates, judgments and assumptions may change in the future, as new events occur, or additional information is obtained.

Impact of the COVID-19 Pandemic

The Company has been actively monitoring the COVID-19 situation and its impact on the Company’s business. In response to the pandemic, numerous state and local jurisdictions have imposed “shelter-in-place” orders, quarantines and other restrictions. In the United States, governmental authorities have recommended, and in certain cases required, that elective, specialty and other procedures and appointments, be suspended or canceled. Similarly, in March and December 2020, the governor of California, where the Company’s headquarters are located, issued “stay at home” orders limiting non-essential activities, travel and business operations. Such orders or restrictions have resulted in reduced operations at the Company’s headquarters (including its manufacturing facility), work stoppages, slowdowns and delays, travel restrictions and cancellation of events and have restricted the efforts of the Company’s sales representatives, thereby significantly and negatively impacting the Company’s operations.

The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. The situation surrounding COVID-19 remains fluid and the potential for a material impact on the Company increases the longer the virus impacts the level of economic activity in the United States and globally.

Foreign Currencies

The functional currency of the Company and its subsidiaries is the U.S. dollar. Accordingly, non-U.S. dollar denominated monetary assets and liabilities are re-measured into U.S. dollars at the exchange rates in effect at the reporting date, non-monetary assets and liabilities are recorded at historical rates, and revenue and expenses are recorded at average exchange rates in effect during each reporting period. Foreign currency transaction gains and losses are recorded in other income (expense), net in the unaudited condensed consolidated statements of operations and comprehensive loss.

Net loss per common share

The Company follows the two-class method when computing net loss per common share. The two-class method determines net loss per common share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net loss per common share attributable to common stockholders is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per common share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents.

The Company’s redeemable convertible preferred stock contractually entitled the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the three months ended March 31, 2021 and 2020.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company has no components of other comprehensive loss. Therefore, net loss equals comprehensive loss for all periods presented and, accordingly, the Consolidated Statements of Comprehensive Loss is not presented in a separate statement.

Segment Information

The Company operates as one reportable and operating segment, which relates to the sale of lidar sensor kits. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.

Revenue Recognition

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. To achieve the core principle of this standard, the Company performs the following five steps:

1) Identify the contract with a customer

The Company considers the terms and conditions of revenue contracts and its customary business practices in identifying contracts under ASC 606. It is determined that a contract with a customer exists when the contract is approved, each party’s rights regarding the product or services to be transferred and the payment terms for the product or services can be identified, it is determined that the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgement in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer.

2) Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the product or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the product or services is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) sale of lidar sensor kits and (ii) product development and validation services.

3) Determine the transaction price

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring product or services to the customer. Variable consideration is included in the transaction price if the Company judges that it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company does not have a material amount of variable consideration in its agreements with customers. None of the Company’s contracts contain a significant financing component. All taxes assessed by a governmental authority on a specific revenue-producing transaction collected by the Company from a customer are excluded from the transaction price.

4) Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). In each of the three months ended March 31, 2021 and 2020, the Company did not have a material volume of contracts that required the allocation of transaction price to multiple performance obligations.

5) Recognize revenue when or as the Company satisfies a performance obligation

Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to a customer. Revenue is recognized when control of products or services is transferred to customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those products or services. The Company generates all of its revenue from contracts with customers and applies judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition.

Nature of Products and Services and Revenue Recognition

The majority of the Company’s revenue comes from product sales of lidar sensor kits to customers. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost of shipping activities that occur after control has transferred to the customer as a fulfillment cost rather than a separate performance obligation. All related shipping costs are accrued and recognized within cost of revenue when the related revenue is recognized. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. Accounts receivable are due under normal trade terms, typically three months or less. Revenue from sale of lidar sensor kits, which are recognized at a point in time, was approximately $6.6 million and $2.3 million in the three months ended March 31, 2021 and 2020, respectively.

Arrangements with Multiple Performance Obligations

When a contract involves multiple performance obligations, the Company accounts for individual performance obligation separately if the customer can benefit from the performance obligation on its own or with other resources that are readily available to the customer and the performance obligation is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price. The standalone selling price reflects the price the Company would charge for a specific performance obligation if it were sold separately in similar circumstances and to similar customers.

The Company provides standard product warranties for a term of typically two years to ensure that its lidar sensors comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations.

Costs to obtain a contract

The Company expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are expensed as incurred in sales and marketing expense in the Company’s consolidated statements of operations and comprehensive loss. The expense was $0.3 million for the three months ended March 31, 2021. No commission plan was in place and no expense was recognized for the three months ended March 31, 2020.

Right of return

The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit, however it has in practice permitted returns of its sensor kits in limited circumstances up to six months after purchase. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of March 31, 2021 and December 31, 2020. Actual returns in subsequent periods have been consistent with estimated amounts.

Remaining performance obligations

Significant financing component

In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers.

Contract modifications

The Company may modify contracts to offer customers additional products or services. Each of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional products and services reflects the standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification does not reflect the standalone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts for the additional products or services as part of the existing contract primarily on a prospective basis.

Judgments and estimates

Accounting for contracts recognized over time under ASC 606 involves the use of various techniques to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. The Company reviews and updates its contract-related estimates regularly, and records adjustments as needed. For those performance obligations for which revenue is recognized using a cost-to- cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made.

Contract assets

The Company had no contract assets as of March 31, 2021 or December 31, 2020.

Disaggregation of Revenues

The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands):


	Three Months Ended March 31,
	2021		2020
United States	$	1,858	$	1,274
Americas, excluding United States		366		71
Europe, Middle East and Africa		3,133		581
Asia and Pacific		1,254		374

Total	$	6,611	$	2,300

Restricted Cash

Restricted cash consists of certificates of deposit held by a bank as security for outstanding letters of credit. The Company had a restricted cash balance of $1.3 million and $1.3 million as of March 31, 2021 and December 31, 2020, respectively, which has been excluded from the Company’s cash and cash equivalents balances. The Company presented $0.3 million of the total amount of restricted cash within current assets on the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. The remaining restricted cash balance of $1.0 million and $1.0 million is included in non-current assets on the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020, respectively.

Concentrations of credit risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, and restricted cash, and accounts receivable. Cash, cash equivalents and restricted cash are deposited with federally insured commercial banks in the United States and at times cash balances may be in excess of federal insurance limits. The Company generally does not require collateral or other security deposits for accounts receivable.

To reduce credit risk, the Company considers customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms when determining the collectability of specific customer accounts. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows:


	March 31, 2021			December 31, 2020
Customer A		14	%		13	%
Customer B			*		23	%

*	Customer accounted for less than 10% of total accounts receivable in the period.

Revenue from the Company’s major customers representing 10% or more of total revenue was as follows:


	March 31, 2021			March 31, 2020
Customer B			*		12	%
Customer C		28	%			*
Customer D			*		18	%

*	Customer accounted for less than 10% of total revenue in the period.

Concentrations of supplier risk

One supplier accounted for approximately 17% of total purchases during the three months ended March 31, 2021 and accounted for 48% of total accounts payable as of March 31, 2021. One supplier accounted for approximately 11% of total purchases during the three months ended March 31, 2020 and accounted for 23% of total accounts payable balance as of December 31, 2020.

Recently Issued Accounting Pronouncements not yet adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (“ECL”). Under the new model, an entity is required to estimate ECL on available-for-sale (AFS) debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. The new model also requires the impairment calculation on an individual security level and requires an entity to use the present value of cash flows when estimating the ECL. The credit-related losses are required to be recognized through earnings and non-credit related losses are reported in other comprehensive income. The ASU will be effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. The new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings as of the beginning of the first period in which the guidance becomes effective. The Company does not believe the adoption of this new guidance will have a material impact on its unaudited condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is effective for the Company for fiscal years beginning after December 15, 2020 and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the effect of the guidance on its unaudited condensed consolidated financial statements and disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by improving consistent application of other areas of Topic 740. The new standard is effective for the Company for annual periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of the guidance on its condensed consolidated financial statements and disclosures.

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The new standard is effective for the Company for annual periods beginning December 15, 2023 and can be early adopted at the beginning of an annual period. The Company is currently evaluating the impact of the adoption of this ASU on the Company’s condensed consolidated financial statements.

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include, but are not limited to, the useful lives of long-lived assets, revenue recognition, sales return reserve, allowances for inventory valuation, the realizability of deferred tax assets, the measurement of stock-based compensation, and the valuation of the Company’s various financial instruments. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates.

Due to the novel coronavirus (“COVID-19”) pandemic, there is ongoing uncertainty and significant disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstances that would require an update to estimates, judgments or assumptions or a revision to the carrying value of the Company’s assets or liabilities as of the date these financial statements were available to be issued. These estimates, judgments and assumptions may change in the future, as new events occur, or additional information is obtained.

Impact of the COVID-19 Pandemic

The Company has been actively monitoring the COVID-19 situation and its impact on the business. In response to the pandemic, numerous state and local jurisdictions have imposed “shelter-in-place” orders, quarantines and other restrictions. In the United States, governmental authorities have recommended, and in certain cases required, that elective, specialty and other procedures and appointments, be suspended or canceled. Similarly, in March and December 2020, the governor of California, where the Company’s headquarters are located, issued “stay at home” orders limiting non-essential activities, travel and business operations. Such orders or restrictions have resulted in reduced operations at the Company’s headquarters (including its manufacturing facility), work stoppages, slowdowns and delays, travel restrictions and cancellation of events and have restricted the efforts of the Company’s sales representatives, thereby significantly and negatively impacting the Company’s operations. These orders and restrictions have significantly decreased the number of procedures performed using the Company’s products and otherwise negatively impacted sales and operations.

Foreign Currencies

The functional currency of the Company and its subsidiaries is the U.S. dollar. Accordingly, non-U.S. dollar denominated monetary assets and liabilities are re-measured into U.S. dollars at the exchange rates in effect at the reporting date, non-monetary assets and liabilities are recorded at historical rates, and revenue and expenses are recorded at average exchange rates in effect during each reporting period. Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss.

Net loss per common share

The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2019 and 2020.

Comprehensive Loss

Segment Information

Revenue Recognition

Effective January 1, 2019, the Company adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers and the related amendments (collectively, ASC 606) using the modified retrospective method. ASC 606 was applied to all uncompleted contracts as of the date of adoption. Revenue recognition under the new standard did not have a material impact on the consolidated balance sheet, consolidated statement of operations and comprehensive loss, or consolidated statement of cash flows. There was no cumulative impact of the adoption of ASC 606 for all contracts not completed as of the date of initial application.

1) Identify the contract with a customer

2) Identify the performance obligations in the contract

3) Determine the transaction price

4) Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). In 2020 and 2019 the Company did not have a material volume of contracts that required the allocation of transaction price to multiple performance obligations.

5) Recognize revenue when or as the Company satisfies a performance obligation

Nature of Products and Services and Revenue Recognition

The majority of the Company’s revenue comes from product sales of lidar sensor kits to customers. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost of shipping activities that occur after control has transferred to the customer as a fulfillment cost rather than a separate performance obligation. All related shipping costs are accrued and recognized within cost of revenue when the related revenue is recognized. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. Accounts receivable are due under normal trade terms, typically three months or less. Revenue from sale of lidar sensor kits, which are recognized at a point in time, was approximately $9.8 million and $16.9 million in 2019 and 2020, respectively.

The Company’s services revenue consists primarily of various lidar product development and validation services. These development arrangements include various combinations of products and services. The obligation to provide services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For these service projects, the Company bills and recognizes revenue as the services are performed. For these arrangements, control is transferred to the customer as the Company’s inputs incurred to complete the project; therefore, revenue is recognized over the service period with the measure of progress using the input method based on labor costs incurred to total labor cost (cost-to-cost) as the services are provided. Revenue from services in development arrangements that were recognized over time was approximately $1.6 million and $2.0 million in 2019 and 2020, respectively.

Arrangements with Multiple Performance Obligations

When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or service is separately identifiable from other promises in the arrangement. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price. The standalone selling price reflects the price the Company would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers.

The Company provides standard product warranties for a term of typically one year to ensure that its lidar sensors comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations.

Costs to obtain a contract

The Company expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are expensed as incurred in sales and marketing expense in the Company’s consolidated statements of operations and comprehensive loss. The expense for the year ended December 31, 2020 was $0.3 million. No commission plan was in place and no expense was recognized for 2019.

Right of return

The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit, however it has in practice permitted returns of its sensor kits in limited circumstances up to six months after purchase. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of December 31, 2019 and 2020. Actual returns in subsequent periods have been consistent with estimated amounts.

Remaining performance obligations

Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The deferred revenue balance represents the remaining performance obligations for contracts with an original duration of greater than one year. For the years ended December 31, 2019 and 2020 the Company recognized less than $0.1 million and $0.5 million of revenue that was deferred as of December 31, 2018 and 2019, respectively. All of the deferred revenue balance at December 31, 2020 is expected to be recognized over the next year.

Significant financing component

Contract modifications

Judgments and estimates

Deferred revenue

Deferred revenue primarily represents contract liabilities for the Company’s obligation to transfer products or services to customers for which the Company has received consideration but has not fulfilled its performance obligations as of the balance sheet date. The Company included deferred revenue within accrued and other current liabilities on the consolidated balance sheets. Deferred revenue was $0.5 million and less than $0.1 million as of December 31, 2019 and 2020, respectively, relating primarily to the development and validation services.

The Company had no contract assets as of December 31, 2019 or 2020.

Disaggregation of Revenues

The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands):


	Year ended December 31,
	2019		2020
United States	$	7,035	$	8,328
Americas, excluding United States		361		436
Europe, Middle East and Africa		2,368		5,870
Asia and Pacific		1,649		4,270

Total	$	11,413	$	18,904

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents consist of cash deposited with banks and a money market account.

Restricted Cash

Restricted cash consists of certificates of deposit held by a bank as security for outstanding letters of credit. The Company had a restricted cash balance of $1.6 million and $1.3 million as of December 31, 2019 and 2020, respectively, which has been excluded from the Company’s cash and cash equivalents balances. The Company presented $0.3 million of the total amount of restricted cash within current assets on the consolidated balance sheets as of December 31, 2019 and 2020. The remaining restricted cash balance of $1.3 million and $1.0 million is included in non-current assets on the consolidated balance sheets as of December 31, 2019 and 2020, respectively. In connection with the Silicon Valley Bank loan and security agreement, the Company is required to maintain a cash collateral bank account as a lockbox for depositing customer payments to the extent there are any outstanding borrowings. At December 31, 2020, the cash collateral bank account had $0 balance and there were no outstanding borrowings (refer to Note 6).

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are reduced by an allowance for doubtful accounts, which is the Company’s best estimate of the amount of credit losses inherent in its existing accounts receivable. In establishing the required allowance, the Company considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Changes in the Company’s allowance for doubtful accounts were as follows (in thousands):


	Year Ended December 31, 2019			Year Ended December 31, 2020
Beginning balance	$	—		$	117
Provisions		169			67
Uncollectible accounts written off, net of recoveries		(52	)		(56	)

Ending balance	$	117		$	128

Inventory

Inventory consists principally of raw materials, work-in-process, and finished goods and is stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company charges cost of revenue for write-downs of inventories which are obsolete or in excess of anticipated demand based on purchase commitments, production needed to fulfil the warranty obligations, consideration of product marketability and product development plans, historical revenue and assumptions about future demand and market conditions. Changes in the Company’s allowance for excess and obsolete inventory were as follows (in thousands):


	Year Ended December 31, 2019			Year Ended December 31, 2020
Beginning balance	$	1,676		$	6,440
Charged to cost of revenue		8,875			797
Direct write off		(4,111	)		(4,538	)

Ending balance	$	6,440		$	2,699

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation and amortization are removed from the accounts and resulting gain or loss is reflected in the consolidated statement of income. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (see Note 4).

Impairment of Long-Lived Assets

The Company evaluates events and changes in circumstances that could indicate carrying amounts of long-lived assets, including intangible assets, may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of those assets, the Company records an impairment charge in the period in which such determination is made. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no triggering events identified because of COVID-19. The Company has not identified any such impairment losses to date.

Redeemable Convertible Preferred Stock

The Company records redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The redeemable convertible preferred stock is recorded outside of permanent equity because while it is not mandatorily redeemable, in the event of certain events considered not solely within the Company’s control, such as a merger, acquisition or sale of all or substantially all of the Company’s assets (each, a “deemed liquidation event”), the redeemable convertible preferred stock will become redeemable at the option of the holders of such shares. The Company has not adjusted the carrying values of the redeemable convertible preferred stock to the liquidation preferences of such shares because it is not probable that a deemed liquidation event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock.

Series A Redeemable Convertible Preferred Stock Warrant Liability

The Company’s redeemable convertible preferred stock warrants are accounted for as a liability as the underlying redeemable convertible preferred stock is contingently redeemable and may obligate the Company to transfer assets to the holders at a future date upon occurrence of a deemed liquidation event. The warrants are recorded at fair value upon issuance and are subject to remeasurement to fair value at each balance sheet date, with any changes in fair value recognized in the consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liability for changes in fair value until the earlier of the exercise or expiration of the redeemable convertible preferred stock warrants, occurrence of a deemed liquidation event or conversion of redeemable convertible preferred stock into common stock.

If all outstanding shares of the series of redeemable convertible preferred stock for which the redeemable convertible preferred stock warrants are exercisable are converted to shares of common stock or any other security in connection with a qualified initial public offering (a “Qualified IPO”) or otherwise, then thereafter (a) the redeemable convertible preferred stock warrants shall become exercisable for such number of shares of common stock or such other security as is equal to the number of shares of common stock or such other security that each share of redeemable convertible preferred stock was converted into, multiplied by the number of shares subject to the redeemable convertible preferred stock warrants immediately prior to such conversion, and (b) the exercise price of the redeemable convertible preferred stock warrants shall automatically be adjusted to equal to the number obtained by dividing (1) the aggregate exercise price for which the redeemable convertible preferred stock warrants were exercisable immediately prior to such conversion by (2) the number of shares of common stock or such other security for which the redeemable convertible preferred stock warrants are exercisable immediately after such conversion. A Qualified IPO is defined as the Company’s first sale of common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, at a per share public offering price (prior to underwriter commissions and expenses) of at least $33.9474 (as adjusted for stock splits, combinations, dividends and the like) and that results in aggregate gross cash proceeds to the Company of an amount equal to or greater than $75.0 million (net of underwriting discounts, commissions and expenses). The company will re-evaluate the classification of the warrants upon modification into common stock warrants.

Concentrations of credit risk

Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows:


	December 31, 2019			December 31, 2020
Customer A		10	%		*
Customer B		21	%		*
Customer C		*			13	%
Customer D		*			23	%

* Customer accounted for less than 10% of total accounts receivable in the period.

Revenue from customer E accounted for approximately 22% and 11% of total revenue during the years ended December 31, 2019 and 2020, respectively.

Concentrations of supplier risk

One supplier accounted for approximately 12% of total purchases during the year ended December 31, 2019 and there were no suppliers that accounted for more than 10% of total accounts payable balance as of December 31, 2019. One supplier accounted for approximately 15% of total purchases during the year ended December 31, 2020 and accounted for 23% of total accounts payable balance as of December 31, 2020.

Research and development

Expenditures incurred in the research and development of new products and enhancements to existing products are charged to expense as incurred. Research and development costs include, but are not limited to payroll and personnel expenses, laboratory supplies, prototype materials consumed during product development and the inventory materials consumed during pilot manufacturing runs, and consulting costs.

Deferred transaction costs

The Company capitalizes certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including the merger with Colonnade Acquisition Corp, until such financings are consummated. After consummation of the equity financing, these costs will be recorded as a reduction of the proceeds received as a result of the equity financing. In the event that a planned equity financing does not occur or is significantly delayed, all related deferred offering costs are expensed immediately within the Company’s consolidated statements of operations and comprehensive loss. The Company capitalized $3.4 million of costs related to the merger with Colonnade Acquisition Corp. at December 31, 2020 and $0 at December 31, 2019 (included in other non-current assets in the consolidated balance sheets).

Stock-based compensation

The Company measures and recognizes stock-based compensation expense for stock-based awards granted to employees, directors, and consultants over the requisite service periods based on the estimated grant date fair value, which for options is using the Black-Scholes-Merton option pricing model using the following variables:

•

Common Stock Valuation – The fair value of the shares of common stock underlying the Company’s stock-based awards has historically been determined by management and approved by the Board of Directors. Because there has been no public market for the Company’s common stock, the Board of Directors has determined the fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors, including contemporaneous valuations performed by an unrelated third-party specialist, valuations of comparable public companies, operating and financial performance, the lack of liquidity of capital stock, and general and industry-specific economic outlook. Valuations performed by the third-party valuation specialist used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (“AICPA” Accounting and Valuation Guide). In relation to options, the Board intends all options granted to be exercisable at a price per share not less than the per share fair value of the common stock underlying those options on the date of grant.

•

Expected Term – The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the options.

•

Expected Volatility – Since the Company’s shares are not publicly traded, expected volatility is based on the historical volatility for the period commensurate with the expected term of the awards for a peer group of comparable companies with publicly traded shares.

•

Expected Dividends – The Company does not currently pay cash dividends on its common stock and does not anticipate doing so in the foreseeable future. Accordingly, the expected dividend yield is 0%.

•

Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant.

The fair values of the restricted stock awards were determined based on the fair value of the Company’s common stock on the grant date. The Company recognizes stock-based compensation expense over the requisite service period. Forfeitures are accounted for as they occur. The Company’s policy for issuing stock upon stock option exercise is to issue new common stock.

Employee loan notes for purchase of common stock

Certain executives and employees of the Company exercised stock options early or purchased stock in exchange for promissory notes. These notes were secured by the underlying shares purchased (the notes are 50% recourse and 50% non-recourse) and the Company has the right to repurchase such unvested shares upon employee termination at the original issuance price. The Company has accounted for the notes as non-recourse in their entirety and has not recorded the notes in the consolidated financial statements as the Company did not consider the recourse rights to be substantive.

Income taxes

Deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss (NOL) and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to its history of operating losses, the Company has recorded a full valuation allowance against its deferred tax assets as each of December 31, 2019 and 2020.

The Company accounts for uncertainty in income taxes using a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of the related appeals or litigation processes, if any. The Company classifies any liabilities for unrecognized tax benefits as current to the extent that the Company anticipates payment of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASC 842, Leases, a new standard requiring lessees to recognize operating and finance lease liabilities on the balance sheet, as well as corresponding right-of-use (“ROU”) assets. This standard also made some changes to lessor accounting and aligns key aspects of the lessor accounting model with the revenue recognition standard. In addition, disclosures are required to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. ASC 842 requires adoption using the modified retrospective approach, with the option of applying the requirements of the standard either i) retrospectively to each prior comparative reporting period presented, or ii) retrospectively at the beginning of the period of adoption. The new standard also eliminates the previous build-to-suit lease accounting guidance, which results in the derecognition of build-to-suit assets and liabilities that remained on the balance sheet as of the ASC 842 adoption date. The Company adopted ASC 842 on January 1, 2019 on a modified retrospective basis, reflecting an immaterial cumulative effect as an adjustment to retained earnings. The Company elected the permitted practical expedients not to reassess the following related to leases that commenced before the effective date of ASC 842: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The Company also elected the practical expedient to use hindsight in determining lease term and assessment of impairment of right of use assets.

The new standard also provides certain accounting elections for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means that, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities for leases with an initial lease term of one year or less. The Company also elected to not separate lease and nonlease components for its building leases. The nonlease components are generally variable in nature and are expected to represent most of the Company’s variable lease costs. Variable costs are expensed as incurred. The Company determines whether an arrangement is a lease, or contains a lease, at inception.

For the purpose of the adoption of ASC 842, the Company also performed an evaluation of its other contracts with customers and suppliers in accordance with ASC 842 and determined that, except for the leases described in Note 9, “Commitments and Contingencies”, none of the Company’s contracts contain a lease.

In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to align the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions. This guidance is effective for the Company for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. The Company adopted this guidance on January 1, 2020, using the modified retrospective approach, with an immaterial impact upon adoption.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 has eliminated, amended, and added disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy, the policy of timing of transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. Companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The Company adopted this new guidance as of January 1, 2020, which did not have a material impact on its consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements not yet adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (“ECL”). Under the new model, an entity is required to estimate ECL on available-for-sale (AFS) debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. The new model also requires the impairment calculation on an individual security level and requires an entity to use the present value of cash flows when estimating the ECL. The credit-related losses are required to be recognized through earnings and non-credit related losses are reported in other comprehensive income. The ASU will be effective for fiscal years beginning after December 15, 2022. The new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings as of the beginning of the first period in which the guidance becomes effective. The Company does not believe the adoption of this new guidance will have a material impact on its consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Subsequently, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which presents amendments to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The guidance in both ASUs is effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company will elect to apply the ASUs as its contracts referenced in London Interbank Offered Rate (“LIBOR”) are impacted by reference rate reform. The Company is currently evaluating the effect of the guidance on its consolidated financial statements and disclosures.

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The new standard is effective for the Company for annual periods beginning December 15, 2023. The Company is currently evaluating the impact of the adoption of this ASU on the Company’s consolidated financial statements.

Summary of Significant Accounting Policies

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the non-controlling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills.

Offering Costs Associated with the Public Offering

Offering costs consist of legal, accounting, underwriting fees and other costs that were directly related to the Public Offering. Offering costs related to the issuance of shares were recognized in shareholders’ equity while costs associated with the warrant liabilities were expensed in the Company’s consolidated statements of operations upon the completion of the Public Offering in August 2020.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

The Company accounts for warrants for shares of the Company’s Class A common stock as derivative liabilities held at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a change in fair value of warrant liabilities expense in the Company’s consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the warrant liability will be reclassified to additional paid-in capital.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Net Income (Loss) Per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 16,000,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income per share for Class A ordinary shares in a manner similar to the two-class method of income per ordinary share. Net income per ordinary share, basic and diluted, for Class A Ordinary shares is calculated by dividing the proportionate share of income on marketable securities held by the Trust Account by the weighted average number of Class A Ordinary shares outstanding since original issuance.

Net loss per share, basic and diluted, for Class B ordinary shares is calculated by dividing the net loss, adjusted for income on marketable securities attributable to Class A Ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Period from June 4, 2020 (inception) through December 31, 2020
Class A Ordinary shares
Numerator: Earnings allocable to Class A Ordinary shares
Interest income	$	54,051
Unrealized gain on investments held in Trust Account		2,931

Net income allocable to Class A Ordinary shares	$	56,982

Denominator: Weighted Average Class A Ordinary
Basic and diluted weighted average shares outstanding		13,913,043

Basic and diluted net income per share	$	0.00

Class B Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(51,512,690	)
Less: Net income allocable to Class A Ordinary Shares		(56,982	)
Less: Accretion of Class A Ordinary Shares to redemption value		(16,012,881	)

Net Loss attributable to Class B Ordinary Shares	$	(67,582,553	)

Denominator: Weighted Average Class B Ordinary Shares
Basic and diluted weighted average shares outstanding		5,000,000

Basic and diluted net loss per Class B Ordinary Share	$	(13.52	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 3. Fair Value of Financial Instruments

The Company applies the fair value measurement accounting standard whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in the accounting standard as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:

•

Level 1 - Quoted prices for identical instruments in active markets.

•

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

•

Level 3 - Instruments whose significant value drivers are unobservable.

On March 31, 2021, the Company’s Level 3 liabilities consisted of the Private Placement warrant liability. The determination of the fair value of warrant liability is discussed in Note 6.

On December 31, 2020, the Company’s Level 3 liabilities consisted of the redeemable convertible preferred stock warrant liability. The determination of the fair value of warrant liability is discussed in Note 6.

The following table provides information by level for the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands):


	March 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	6,493	$	—	$	—	$	6,493

Total financial assets	$	6,493	$	—	$	—	$	6,493

Liabilities
Warrant liabilities	$	—	$	—	$	14,725	$	14,725

Total financial liabilities	$	—	$	—	$	14,725	$	14,725


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	10,493	$	—	$	—	$	10,493

Total financial assets	$	10,493	$	—	$	—	$	10,493

Liabilities
Warrant liabilities	$	—	$	—	$	49,293	$	49,293

Total financial liabilities	$	—	$	—	$	49,293	$	49,293

Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

The fair value of the Private Placement warrant and redeemable convertible preferred stock warrant liabilities is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 6).

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):


	Redeemable Convertible Preferred Stock Warrant Liability			Private Placement Warrant Liability			Derivative Liability
Fair value as of January 1, 2020	$	(162	)	$	—		$	—
Change in the fair value included in other income (expense), net		—			—			(5,308	)

Fair value as of March 31, 2020		(162	)		—			(5,308	)


	Redeemable Convertible Preferred Stock Warrant Liability			Private Placement Warrant Liability			Derivative Liability
Fair value as of January 1, 2021		(49,293	)		—			—
Private placement warrant liability acquired as part of the merger		—			(19,377	)		—
Change in the fair value included in other income (expense), net		(8,804	)		4,652			—
Issuance of preferred stock upon exercise of warrants		58,097			—			—

Fair value as of March 31, 2021	$	—		$	(14,725	)	$	—

Disclosure of Fair Values

Our financial instruments that are not re-measured at fair value include accounts receivable, accounts payable, accrued and other current liabilities, convertible notes and debt. The carrying values of these financial instruments approximate their fair values.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2020

Fair Value Measurements

Note 3. Fair Value of Financial Instruments

•

Level I - Quoted prices for identical instruments in active markets.

•

Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

•

Level III - Instruments whose significant value drivers are unobservable.

The Company’s Level 3 liabilities consist of the redeemable convertible preferred stock warrant liability. The determination of the fair values of warrant liability is discussed in Note 7.

The following table provides information by level for the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands):


	December 31, 2019
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	15,411	$	—	$	—	$	15,411

Total financial assets	$	15,411	$	—	$	—	$	15,411

Liabilities
Redeemable convertible preferred stock warrant liability	$	—	$	—	$	162	$	162
Derivative liability	$	—	$	—	$	—	$	—

Total financial liabilities	$	—	$	—	$	162	$	162


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	10,493	$	—	$	—	$	10,493

Total financial assets	$	10,493	$	—	$	—	$	10,493

Liabilities
Redeemable convertible preferred stock warrant liability	$	—	$	—	$	49,293	$	49,293

Total financial liabilities	$	—	$	—	$	49,293	$	49,293

Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

The fair value of the redeemable convertible preferred stock warrant liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the redeemable convertible preferred stock warrant liability, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 7).

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):


	Redeemable Convertible Preferred Stock Warrant Liability			Redeemable Convertible Preferred Stock Tranche Liability			Derivative liability
Fair value as of January 1, 2019	$	(115	)	$	—		$	—
Recognition of preferred stock warrant liability upon subsequent issuance of warrants		(53	)		—			—
Change in the fair value included in other income (expense), net		6			—			—

Fair value as of December 31, 2019		(162	)		—			—
Recognition of preferred stock warrant and tranche liability upon issuance		(691	)		(1,610	)		—
Change in the fair value included in other income (expense), net		(48,440	)		—			(5,308	)
Extinguishment of derivative liability upon conversion of convertible notes								5,308
Settlement of redeemable convertible preferred stock tranche liability due to the issuance of Series B redeemable convertible preferred stock, included in other income (expense), net		—			1,610			—

Fair value as of December 31, 2020	$	(49,293	)	$	—		$	—

Disclosure of Fair Values

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Fair Value Measurements

NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	200,061,054
Liabilities:
Public warrants derivative liability		1		35,800,000
Private warrants derivative liability		2		22,834,000

Level 1 instruments include investments in U.S. Treasury Bills, and the Public Warrants when representative market prices were available based on the public trading of the Public Warrants.

The estimated fair value of the Private Placement Warrants, and the Public Warrants, prior to being separately listed and traded, is determined using Level 3 inputs. In the case of the Public Warrants, the Company used a Monte Carlo simulation approach. In the case of the Private Placement Warrants the Company used a Black-Scholes option pricing model. Inherent in options pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility input based on the observed price of its Public Warrants, when available. Otherwise, the volatility input is based on implied volatilities of guideline companies. The risk-free interest rate is based on the U.S. Treasury curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is assumed to be equivalent to a probability-weighted average between a two-year life (in the event that there is no business combination) and the contractual life (if a business combination is consummated) of the Warrants.

The following table provides quantitative information regarding fair value assumptions for the Warrants upon initial recognition:


	Public Warrants			Private Placement Warrants
Share price	$	9.68		$	9.68
Exercise price	$	11.50		$	11.50
Expected term (years)		5.52			5.52
Volatility		13.17	%		13.17	%
Risk-free rate		0.30	%		0.30	%

The change in the fair value of Level 3 warrant liabilities is summarized as follows:


	Warrant liabilities (Level 3)
Beginning balance	$	—
Issuance of Public Warrants and Private Placement Warrants		10,195,000
Change in valuation inputs or other assumptions		(2,070,859	)
Transfer from Level 3 measurement		(8,124,141	)

Fair value as of December 31, 2020	$	—

The estimated $5.1 million fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement and $3.0 million Private Placement Warrants transferred from a Level 3 measurement to a Level 2 in October 2020 when the Public Warrants were separately listed and traded. As of September 30, 2020 Level 1 and Level 2 fair value measurements were used for Public Warrants and Private Placement Warrants respectively as trade start in early October 2020 was relatively close to the balance sheet date.

Balance Sheet Components

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Balance Sheet Components

Note 4. Balance Sheet Components

Cash and Cash Equivalents

The Company’s cash and cash equivalents consist of the following (in thousands):


	March 31, 2021		December 31, 2020
Cash	$	250,672	$	869
Cash equivalents:
Money market funds		6,493		10,493

Total cash and cash equivalents	$	257,165	$	11,362

Inventory

Inventory, consisting of material, direct and indirect labor, and manufacturing overhead, consists of the following (in thousands):


	March 31, 2021		December 31, 2020
Raw materials	$	1,965	$	1,376
Work in process		1,283		1,249
Finished goods		2,045		2,192

Total inventory	$	5,293	$	4,817

Total inventory balance as of March 31, 2021 and December 31, 2020 includes a write down of $2.2 million and $2.7 million, respectively, for obsolete, scrap, or returned inventory. During the three months ended March 31, 2021 and 2020, $0 and $1.5 million of inventory write offs were charged to cost of revenue.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following (in thousands):


	March 31, 2021		December 31, 2020
Prepaid insurance	$	1,920	$	206
Prepaid expenses		893		694
Receivable from contract manufacturer		1,241		1,521
Security deposit		43		20

Total prepaid and other current assets	$	4,097	$	2,441

Property and Equipment, net

Property and equipment consists of the following (in thousands):


	Estimated Useful Life (in years)	March 31, 2021			December 31, 2020
Machinery and equipment	3	$	5,519		$	5,084
Computer equipment	3		483			456
Automotive and vehicle hardware	5		93			93
Software	3	$	104		$	104
Furniture and fixtures	7		721			721
Leasehold improvements	Shorter of useful life or lease term		9,265			9,265

			16,185			15,723
Less: Accumulated depreciation			(7,084	)		(5,992	)

Property and equipment, net		$	9,101		$	9,731

Depreciation expense associated with property and equipment was $1.1 million and $0.8 million in the three months ended March 31, 2021 and 2020, respectively.

Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):


	March 31, 2021		December 31, 2020
Customer deposits		48		71
Accrued compensation		1,802		1,618
Uninvoiced receipts		2,007		1,947
Other		788		485

Total accrued and other current liabilities	$	4,645	$	4,121

Note 4. Balance Sheet Components

Cash and Cash Equivalents

The Company’s cash and cash equivalents consist of the following (in thousands):


	December 31,
	2019		2020
Cash	$	1,361	$	869
Cash equivalents:
Money market funds		15,411		10,493
Deposits		76		—

Total cash and cash equivalents	$	16,848	$	11,362

Inventory

Inventory, consisting of material, direct and indirect labor, and manufacturing overhead, consists of the following (in thousands):


	December 31,
	2019		2020
Raw materials	$	637	$	1,376
Work in process		1,372		1,249
Finished goods		459		2,192

Total inventory	$	2,468	$	4,817

Total inventory balance as of December 31, 2019 and 2020 includes a write down of $6.4 million and $2.7 million, respectively, for obsolete, scrap, or returned inventory. During the years ended December 31, 2019 and 2020, $4.7 million and $0.8 million of inventory write offs were charged to cost of revenue and included in the write down balance as of December 31, 2019 and 2020.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following (in thousands):


	December 31,
	2019		2020
Prepaid expenses	$	967	$	900
Security deposit		—		20
Receivable from contract manufacturer		—		1,521

Total prepaid and other current assets	$	967	$	2,441

Property and Equipment, net

Property and equipment consists of the following (in thousands):


			December 31,
	Estimated Useful Life (in years)		2019			2020
Machinery and equipment		3	$	2,683		$	5,084
Computer equipment		3		410			456
Automotive and vehicle hardware		5		93			93
Software		3		104			104
Furniture and fixtures		7		721			721
Leasehold improvements		Shorter of useful life or lease term		8,863			9,265

				12,874			15,723
Less: Accumulated depreciation				(2,341	)		(5,992	)

Property and equipment, net			$	10,533		$	9,731

Depreciation expense associated with property and equipment was $2.0 million and $3.7 million in the years ended December 31, 2019 and 2020, respectively. As of December 31, 2020 the Company had tangible assets of $1.3 million held in Thailand and the remainder were in the U.S. Tangible assets outside the U.S.as of December 31, 2019 were not material.

Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):


	December 31,
	2019		2020
Customer deposits		1,555		71
Accrued compensation		1,152		1,618
Uninvoiced receipts		2,254		1,947
Other		762		485

Total accrued and other current liabilities	$	5,723	$	4,121

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2020
Colonnade Acquisition Corp.
Initial Public Offering	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

Debt	3 Months Ended
Debt	Mar. 31, 2021
Debt Disclosure [Abstract]
Debt	Note 5. Debt *Runway Growth Loan Agreement* On November 27, 2018, the Company entered into a Loan and Security Agreement with Runway Growth Credit Fund Inc. (“Runway Loan and Security Agreement”). The Runway Loan and Security Agreement provided for loans in an aggregate principal amount up to $10.0 million with a loan maturity date of November 15, 2021. The loan carried an interest rate equal to LIBOR plus 8.5%, unless LIBOR becomes no longer attainable or ceases to fairly reflect the costs of the lender, in which case the applicable interest rate shall be Prime Rate plus 6.0%. In an event of default, annual interest is increased by 5.0% above the otherwise applicable rate. The loan’s annual effective interest rate was approximately 16.4% for each of the three months ended March 31, 2021 and 2020. In conjunction with the Runway Loan and Security Agreement, the Company issued a warrant to purchase 35,348 shares of Series A redeemable convertible preferred stock (the “Series A Preferred Stock”) of the Company (4.0% of original principal amount of $10.0 million, divided by the exercise price), with an exercise price of $11.3518 per share. The fair value of this warrant was estimated to be $0.1 million and accounted for as a debt discount. On August 5, 2019, in connection with the second amendment to the Runway Loan and Security Agreement, the Company amended the warrant issued to Runway Growth to increase the number of shares available to purchase to 53,023 shares of Series A Preferred Stock of the Company. The aggregate value of the warrants increased by $0.1 million after the warrant modification. The warrants were exercised on March 11, 2021 and the warrant liability was remeasured to fair value with the increase recognized as a loss of $0.6 million for the three months ended March 31, 2021 within other income (expense), net in the consolidated statements of operations and comprehensive loss. The warrant liability was remeasured to fair value as of March 31, 2020 and the reduction was recognized as a gain of $0.2 million. On March 26, 2021 the Company terminated the Runway Loan and Security Agreement and repaid the $7.0 million principal amount outstanding as well as interest and fees amounting to $0.4 million. The Company incurred no prepayment fees in connection with the termination and all liens and security interests securing the loan made pursuant to the Runway Loan and Security Agreement were released upon termination. As of March 31, 2021 and December 31, 2020, the outstanding principal balance of the loan was nil and $7.0 million, respectively. *Promissory notes* The Company issued a $5 million promissory note in January 2021 to certain current investors of the Company (or their respective affiliates) to help continue to fund the Company’s ongoing operations through the consummation of the Merger. The note accrued interest at a rate equal to LIBOR plus 8.5% per annum and was repaid on March 11, 2021 in accordance with its terms in connection with the consummation of the Merger.

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2020
Colonnade Acquisition Corp.
Private Placement	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Convertible Notes Payable

12 Months Ended

Dec. 31, 2020

Text Block [Abstract]

Convertible Notes Payable

Note 5. Convertible Notes Payable

2018 Convertible Notes

During the period from August 2018 through April 2019, the Company issued convertible promissory notes to certain Investors (“2018 Investors”), with an aggregate principal amount of $40.3 million (“2018 Convertible Notes”). The Company received consideration of $40.0 million, net of debt issuance costs of $0.3 million. The 2018 Convertible Notes shall be payable anytime on or after two years from the respective issuance dates upon demand of the 2018 Investors holding at least 60% of the outstanding principal of the 2018 Convertible Notes or at the Company’s option with 10 days’ notice to the 2018 Investors, and carry interest at 5% per annum which in addition to the notes is payment in kind. The notes and all accrued but unpaid interest are automatically convertible into shares of the Company’s common stock in the event of qualified financing (defined with respect to the 2018 Convertible Notes as a sale by the Company of shares of its capital stock for aggregate gross proceeds of at least $5 million) and convertible in the event of non-qualified financing (defined with respect to the 2018 Convertible Notes as a sale by the Company of shares of its capital stock for aggregate gross proceeds of less than $5 million) or change of control at the option of the majority of 2018 Investors at a conversion price equal to the lesser of (i) $400 million divided by the number of shares of the Company’s common stock outstanding immediately prior to the respective events, assuming conversion or exercise of all securities convertible into common stock and (ii) the price per share of its capital stock paid in the applicable transaction (qualified financing, non-qualified financing, or change of control).

All of the 2018 Convertible Notes were converted to common stock in April 2020 as part of Series B redeemable convertible preferred stock financing. The 2018 Convertible Notes consisted of the following (in thousands):


	Year Ended December 31,
	2019			2020
2018 Convertible notes, principal	$	40,250		$	—
Accrued interest		2,319			—
Less: unamortized debt issuance cost		(118	)		—

2018 Convertible notes, net	$	42,451		$	—

For the years ended December 31, 2019 and 2020, the Company recognized interest expense of $2.1 million and $0.6 million and amortization of debt discount issuance costs, included in interest expense, of less than $0.1 million and $0.1 million, respectively, related to the 2018 Convertible Notes.

On April 3, 2020, $40.2 million of principal and $2.8 million of accrued interest of the 2018 Notes were converted to 3,005,762 shares of common stock at a conversion price of $14.33 per share. The Notes were converted to common stock outside of the original contract terms. The holders of 2018 Convertible Notes issued consents to amend the terms of the notes to provide for conversion to common stock before maturity, including a newly negotiated issuance price to affect the conversion in order to raise additional financing. The Company accounted for the transaction as a troubled debt restructuring as a result of satisfying the below criteria:

•

The Company’s challenges associated with the financing efforts of its operations at the time of the convertible notes exchange.

•

The holders of the convertible notes completed the exchange for a value lower than the face amount of the notes. As a result, the Company concluded a concession was granted to the Company.

The convertible notes exchange resulted in a gain of approximately $42.5 million, which resulted in a credit to additional paid-in capital as this transaction was with related parties.

2019 Convertible Notes

During the period from September through November 2019, the Company issued convertible promissory notes to certain Investors (“2019 Investors”), with an aggregate principal amount of $29.3 million (“2019 Convertible Notes”).

The Company received consideration of $29.2 million, net of debt issuance costs of $0.1 million. The 2019 Convertible Notes were to be payable anytime on or after September 18, 2021 upon demand by consent of the 2019 Investors holding at least 60% of the outstanding principal of the 2019 Convertible Notes or at the Company’s option with 10 days’ notice to the 2019 Investors, and carry interest at 5% per annum which in addition to the notes is payable at maturity. The 2019 Convertible Notes and all accrued but unpaid interest were automatically convertible into shares of the Company’s common stock in the event of qualified financing and convertible in the event of non-qualified financing (defined with respect to the 2019 Convertible Notes as a sale by the Company of shares of its capital stock for aggregate gross proceeds of less than $20 million) or change of control at the option of the majority of 2019 investors at a conversion price determined as the lesser of (i) a ratio of $300 million and the number of shares of the Company’s common stock outstanding immediately prior to the respective events, assuming conversion or exercise of all securities convertible into common stock and (ii) 85% of the price per share of its capital stock paid in the applicable transaction (qualified financing, non-qualified financing, or change of control).

2019 Convertible Notes contain embedded features that provide the lenders with multiple settlement alternatives. Certain of these settlement features provide the lenders a right to a fixed number of the Company’s shares upon conversion of the notes (the “conversion option”). Other settlement features provide the lenders the right or the obligation to receive cash or a variable number of shares upon the completion of a capital raising transaction, change of control or default of the Company (the “redemption features”).

The conversion options of the convertible notes do not meet the requirements to be separately accounted for as a derivative liability. However, certain redemption features of the 2019 Convertible Notes meet the requirements for separate accounting and are accounted for as a single, compound derivative instrument. The derivative instrument is recorded at fair value at inception and is subject to remeasurement to fair value at each balance sheet date, with any changes in fair value recognized in the statements of operations and comprehensive loss (see Note 3).

On April 3, 2020, $29.3 million of principal and $0.7 million of accrued interest of the 2019 Convertible Notes were converted to 4,196,178 shares of common stock at a conversion price of $7.17 per share. All of the 2019 Convertible Notes were converted to common stock in April 2020 as part of Series B redeemable convertible preferred stock financing. The Notes were converted to common stock outside of the original contract terms. The holders of 2019 Convertible Notes issued consents to amend the terms of the notes to provide for conversion to common stock before maturity, including a newly negotiated issuance price to affect the conversion in order to raise additional financing. The Company accounted for the transaction as a troubled debt restructuring as a result of satisfying the below criteria:

•

The Company’s challenges associated with the financing efforts of its operations at the time of the convertible notes exchange.

•

The holders of the convertible notes completed the exchange for a value lower than the face amount of the notes. As a result, the Company concluded a concession was granted to the Company.

The convertible notes exchange resulted in a gain of approximately $29.3 million, which resulted in a credit to additional paid-in capital as this transaction was with related parties. The outstanding derivative liability in the amount of $5.3 million as of the conversion date of 2019 Notes was extinguished and accounted for as a capital contribution to equity.

The 2019 Convertible Notes consisted of the following (in thousands):


	December 31, 2019			December 31, 2020
2019 Convertible notes, principal	$	29,332		$	—
Accrued interest		388			—
Less: unamortized debt discount		(55	)		—

2019 Convertible notes, net	$	29,665		$	—

For the years ended December 31, 2019 and 2020, the Company recognized interest expense of $0.4 million and $0.4 million, respectively, and amortization of debt discount issuance costs, included in interest expense, of less than $0.1million and $0.1 million, respectively, in relation with the 2019 Convertible Notes.

Warrants

3 Months Ended

Mar. 31, 2021

Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities

Warrants

Note 6. Warrants

Series A and B Redeemable Convertible Preferred Stock Warrants

On November 27, 2018, in connection with the execution of the Runway Loan and Security Agreement, OTI issued a warrant to purchase 35,348 shares of Series A Preferred Stock of OTI at an exercise price of $11.3518 per share (the “Runway warrant”). On August 5, 2019, in connection with the second amendment to the Runway Loan and Security Agreement, OTI amended the Runway warrant to increase the number of shares available to purchase to 53,023 shares of Series A Preferred Stock of OTI at an exercise price of $11.3518 per share.

The Runway warrants included a cashless exercise provision under which their holders could, in lieu of payment of the exercise price in cash, surrender the Runway warrant and receive a net amount of shares based on the fair market value of OTI’s stock at the time of exercise of the warrants after deduction of the aggregate exercise price. The Runway warrants contained provisions for adjustment of the exercise price and number of shares issuable upon the exercise of the Runway warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications, and consolidations.

The fair value of the warrants issued was recorded as of the date of initial issuance in the amount of $0.1 million. The subsequent issuance of warrants pursuant to the August 5, 2019 amendment to the Runway Loan and Security Agreement was recorded in the amount of $0.1 million. Immediately prior to the Merger, the warrants were exercised in full in accordance with their terms.

On April 3, 2020, in connection with the closing of the Series B redeemable convertible preferred stock, OTI issued a warrant to purchase 4,513,993 shares of Series B redeemable convertible preferred stock of the Company at an exercise price of $0.3323 per share (the “Series B warrants”). The Series B warrants could be exercised prior to the earliest to occur of (i) the 10 year anniversary of the date of issuance, (ii) the consummation of a liquidation transaction, or (iii) the consummation of an initial public offering. The Series B warrants included a cashless exercise provision under which their holders may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of the Company’s stock at the time of exercise of the warrants after deduction of the aggregate exercise price. The Series B warrants contained provisions for adjustment of the exercise price and number of shares issuable upon the exercise of the Series B warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications, and consolidations.

The Series B warrants were initially recognized as a liability at a fair value of $0.7 million. The Series B warrants were exercised on February 11, 2021 and the warrant liability was remeasured to fair value as of that date, resulting in a loss of $8.3 million for the three months ended March 31, 2021, classified within other income (expense), net in the consolidated statements of operations and comprehensive loss. Upon exercise redeemable convertible preferred stock converted into common stock pursuant to the conversion rate effective immediately prior to the Merger.

Historically, value was assigned to each class of equity securities using an option pricing model method (“OPM”). In September 2020, OTI began allocating the equity value using a hybrid method that utilizes a combination of the OPM and the probability weighted expected return method (“PWERM”). The PWERM is a scenario-based methodology that estimates the fair value of equity securities based upon an analysis of future values for OTI, assuming various outcomes. As the probability of a transaction with a special purpose acquisition company (“SPAC”) increased, the fair value of the redeemable convertible preferred stock warrant liability increased as of the date of the exercise.

The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model:


	Initial Issuance Date			Subsequent Issuance Date			December 31, 2020			February 11, 2021			March 11, 2021
Stock price	$	5.80		$	5.80		$	7.11		$	10.27		$	8.44
Expected term (years)		10.00			9.31			2.00			2.00			2.00
Expected volatility		57.81	%		57.35	%		76.00	%		76.00	%		76.00	%
Risk-free interest rate		3.06	%		1.75	%		0.13	%		0.13	%		0.13	%
Dividend yield		0	%		0	%		0	%		0	%		0	%

Private Placement Warrants

Simultaneously with the closing of the Company’s initial public offering (the “IPO”) in August 2020, the sponsor of CLA, Colonnade Sponsor LLC, purchased an aggregate of 6,000,000 Private Placement warrants at a price of $1.00 per warrant, for an aggregate purchase price of $6,000,000. The Private Placement warrants will become exercisable 12 months following the closing of the Company’s IPO, and will expire five years from the completion of the Merger, or earlier upon redemption or liquidation. Each Private Placement warrant will be exercisable for one Class A ordinary share at a price of $11.50 per share. On March 11, 2021, each outstanding Private Placement warrant automatically converted into a warrant to purchase one share of Ouster common stock pursuant to the Warrant Agreement.

The Private Placement warrants were initially recognized as a liability at a fair value of $19.4 million and the Private Placement warrant liability was remeasured to fair value as of March 31, 2021, resulting in a gain of $4.6 million for the three months ended March 31, 2021, classified within other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.

The Private Placement warrants were valued using the following assumptions under the Black-Scholes option-pricing model:


	March 11, 2021			March 31, 2021
Stock price	$	12.00		$	8.50
Exercise price of warrant		11.5			11.5
Expected term (years)		5.00			4.95
Expected volatility		27.00	%		43.00	%
Risk-free interest rate		0.78	%		0.92	%

Public Warrants

The Company, in its IPO in August 2020, issued 20,000,000 units that each consisted one Class A ordinary share and one half warrant to purchase a Class A ordinary share, which we refer to as CLA warrants before the Merger and Public warrants after the Merger. These warrants may only be exercised for a whole number of shares, and no fractional warrants were issued or issuable upon separation of the units and only whole warrants will trade. The warrants will become exercisable 12 months following the closing of the Company’s IPO, and will expire five years from the completion of the Merger, or earlier upon redemption or liquidation. Each Public warrant will be exercisable at a price of $11.50 per share. On March 11, 2021, upon the closing of the Merger pursuant to the Merger Agreement (Note 1), each of the 9,999,996 outstanding warrants, as adjusted for any fractional warrants that were not issued upon separation, was converted automatically into a redeemable Public warrant to purchase one share of the Company’s common stock. The Public warrants were recognized as equity upon the Merger in the amount of $17.9 million.

Once the Public warrants become exercisable and prior to their expiration, the Company may redeem the Public warrants at a price of $0.01 per warrant, provided that the closing price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which the Company gives proper notice of such redemption to the warrants holders.

Long-term Debt

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Long-term Debt

Note 6. Long-term Debt

Runway Growth Loan Agreement

On November 27, 2018, the Company entered into a Loan and Security Agreement with Runway Growth Credit Fund Inc (“Runway Loan and Security Agreement”). The Runway Loan and Security Agreement provided for loans in an aggregate principal amount up to $10.0 million subject to the Company meeting certain delivery conditions on or before March 31, 2019. Pursuant to the terms of the Runway Loan and Security Agreement, the Company borrowed $10.0 million on March 28, 2019. The loan was intended to mature on May 15, 2021, however, pursuant to the terms of the Runway Loan and Security Agreement allowing for the extension of the maturity date, as the Company received net cash proceeds exceeding $25 million from the issuance of convertible notes, the loan maturity date was extended to November 15, 2021. The loan carries an interest rate equal to LIBOR plus 8.50%, unless LIBOR becomes no longer attainable or ceases to fairly reflect the costs of the lender, in which cash the applicable interest rate shall be Prime Rate plus 6.00%. In an event of default annual interest is increased by 5.0% above the otherwise applicable rate. The loan’s annual effective interest rate was approximately 16.4% for each of the years ended December 31, 2019 and 2020.

At the Company’s election, it may prepay all or a portion of the outstanding loan, provided that the Company will be required to pay a prepayment fee and that loan is prepaid in minimum increments of $1.0 million for each prepayment. In addition, the Company is obligated to pay a final payment equal to 3.5% of the principal amount repaid upon maturity or prepayment.

On March 28, 2019, the Runway Loan and Security Agreement was amended and a condition was added to the loan which required the Company to provide evidence of the receipt of at least $5 million in cash from the issuance of subordinated debt after March 19, 2019, which the Company did through issuance of 2018 Convertible Notes in March 2019.

On August 5, 2019, the Runway Loan and Security Agreement was further amended so as to require from the Company evidence of receipt of gross cash proceeds from the equity financings and/or issuance of subordinated debt in the amount of $20 million from August 5, 2019 to September 30, 2019, which the Company did through issuance of 2019 Convertible Notes in September 2019. Furthermore, pursuant to the amendment the Company is required to provide evidence of receipt of additional $30 million in gross cash proceeds from the equity financings and/or issuance of subordinated debt by March 31, 2020. The Company satisfied this requirement through issuance of Series B redeemable convertible preferred stock.

On April 3, 2020, the Runway Loan and Security Agreement was further amended so as to require from the Company evidence of receipt of gross cash proceeds from the equity financings and/or issuance of subordinated debt in the amount of $15 million from April 3, 2020 to April 7, 2020 and another approximately $6.4 million by July 31, 2020. Further, until the Company receives the gross cash proceeds required by the amended Runway Loan and Security Agreement, the Company is required to keep a collateral account in the amount of $4 million in favor of Runway Growth, and Runway Growth is entitled to an observer seat on the Company’s Board of Directors. In addition, the final payment was increased from 3.5% to 5.0% of the principal amount repaid upon maturity or prepayment.

All of the amendments made to the original Runway Loan and Security Agreement were accounted for as debt modifications.

In August 2020, the Company made a partial repayment of the Runway Loan and Security Agreement in the total amount of $3.0 million ahead of the loan repayment schedule.

In conjunction with the Runway Loan and Security Agreement, the Company issued a warrant to purchase 35,348 shares of Series A redeemable convertible preferred stock (the “Series A Preferred Stock”) of the Company (4% of original principal amount of $10.0 million, divided by the exercise price), with an exercise price of $11.3518 per share. The fair value of this warrant was estimated to be $0.1 million and accounted for as a debt discount. On August 5, 2019, in connection with the second amendment to the Runway Loan and Security Agreement, the Company amended the warrant issued to Runway Growth to increase the number of shares available to purchase to 53,023 shares of Series A Preferred Stock of the Company. The aggregate value of the warrants increased by $0.1 million after the warrant modification.

For the years ended December 31, 2019 and 2020, the warrant liability was remeasured to fair value with the reduction recognized as a gain of less than $0.1 million and the increase recognized as a loss of $13.8 million, respectively within other income (expense), net in the consolidated statements of operations and comprehensive loss.

As of December 31, 2019 and 2020, the outstanding principal balance of the loan was $10.0 million and $7.0 million, respectively.

Under the terms of the Runway Loan and Security Agreement, the Company is required to comply with various affirmative and negative debt covenants. The affirmative covenants include meeting reporting requirements, such as monthly financial statements and compliance certificates, annual operating budget and financial projections, annual audited financial statements, annual tax return, and other requirements. The negative covenants contain requirements that restrict the Company and its subsidiaries’ ability to create, incur, assume, or be liable for any indebtedness other than “Permitted Indebtedness”, to engage in mergers or acquisitions, or to effect a change in business, management, ownership, or business locations, and other restrictive requirements. In addition, the financial covenant requires the Company to meet certain equity milestones on specific dates.

As of December 31, 2019 and 2020, the Company was in compliance with all financial covenants per the Runway Loan and Security Agreement. Per the Runway Loan and Security Agreement, the Company was required to provide audited financial statements for the year ended December 31, 2019 to Runway Growth no later than June 28, 2020. On May 31, 2020, the Company received an extension from Runway Growth to extend the deadline by 45 days to August 12, 2020.

As of December 31, 2019 and 2020, the aggregate future payments under the Runway Loan and Security Agreement (including interest payments) are as follows (in thousands):


	December 31, 2019			December 31, 2020
2021	$	10,000		$	7,000
Thereafter		—			—

Total		10,000			7,000
Less: unamortized debt discount and issuance costs		(418	)		(195	)
Accrued interest		147			325

Total debt		9,729			7,130
Classified as current		—			(7,130	)

Long-term debt	$	9,729		$	—

Silicon Valley Bank Loan and Security Agreement

On November 27, 2018, the Company entered into a Loan and Security Agreement (“LSA”) with Silicon Valley Bank (“SVB”). The LSA provides the Company with a $10 million Revolving Line for which it can draw (i) Account Advances against Eligible Accounts, defined as accounts owing to the Company which arise in the ordinary course of its business, and (ii) in SVB’s discretion, Purchase Order Advances against Eligible Purchase Orders, defined as purchase orders received by the Company from its customers in the ordinary course of its business. Account Advances and Purchase Order Advances are collectively referred to as “Advances.” The interest rate is Wall Street Journal prime rate plus 0.5%, floating. There was no outstanding balance under the revolving line of credit as of December 31, 2019 and December 31, 2020.

The original maturity date for the Revolving Line was November 26, 2019. On March 3, 2020, the Company and SVB executed the First Amendment to Loan and Security Agreement (the “Amended LSA”), effective November 26, 2019 (the original LSA Maturity Date). The Amended LSA extended the maturity date to March 3, 2021.

Under the terms of the LSA, the Company is required to comply with various affirmative and negative debt covenants. The affirmative covenants include meeting reporting requirements, such as monthly financial statements and compliance certificates, monthly accounts receivable and accounts payable aging reports, monthly open purchase order reports, annual operating budget and financial projections, annual audited financial statements, and other requirements. Without SVB’s prior written consent, the negative covenants restrict the Company’s ability to create, incur, assume, or be liable for any indebtedness other than the “Permitted Indebtedness”, merger or acquisition, change in business, management, ownership, or business locations, and other restrictive requirements.

As of December 31, 2020, the Company has terminated the LSA.

Commitments and Contingencies	3 Months Ended	12 Months Ended
Commitments and Contingencies	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7. Commitments and Contingencies *Letters of credit* In connection with two leases, the Company obtained two letters of credit from a bank as required by the lease agreements. If the Company defaults under the terms of the applicable lease, the lessor will be entitled to draw upon the letters of credit in the amount necessary to cure the default. The amounts covered by the letters of credit are collateralized by certificates of deposit, which are included in restricted cash on the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. The outstanding amount of the letters of credit was $1.3 million as of March 31, 2021 and December 31, 2020. *Non-cancelable purchase commitments* As of March 31, 2021, the Company had non-cancelable purchase commitments to a third-party contract manufacturer for approximately $5.5 million and other vendors for approximately $4.0 million. *Litigation* From time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, based upon the advice of counsel, the outcome of such actions is not expected to have a material adverse effect on the Company’s future financial position or results of operations. As of March 31, 2021 and December 31, 2020 there are no material litigation matters. *Indemnification* From time to time, the Company enters into agreements in the ordinary course of business that include indemnification provisions. Generally, in these provisions the Company agrees to defend, indemnify, and hold harmless the indemnified parties for claims and losses suffered or incurred by such indemnified parties for which the Company is responsible under the applicable indemnification provisions. The terms of the indemnification provisions vary depending upon negotiations between the Company and its counterpart; however, typically, these indemnification obligations survive the term of the contract and the maximum potential amount of future payments the Company could be required to make pursuant to these provisions are uncapped. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnity agreements pursuant to which it has indemnified its directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer, other than liabilities arising from willful misconduct of the individual. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnity agreements. The unaudited condensed consolidated financial statements do not include a liability for any potential obligations under the indemnification agreements at March 31, 2021 and December 31, 2020.	Note 9. Commitments and Contingencies *Letter of credits* In connection with the 350 Treat Building Lease and 2741 16^th Street Lease, the Company obtained two letters of credit from a bank as required by the lease agreements. If the Company defaults under the terms of the lease, the lessor will be entitled to draw upon the letters of credit in the amount necessary to cure the default. The amounts covered by the letters of credit are collateralized by certificates of deposit, which are included in restricted cash on the consolidated balance sheets as of December 31, 2019 and 2020. The outstanding amount of the letters of credit are $1.6 million and $1.3 million as of December 31, 2019 and 2020, respectively. *Non-cancelable purchase commitments* As of December 31, 2019 and 2020, the Company had non-cancelable purchase commitments for excess raw materials held by a third-party contract manufacturer for approximately $0.4 million and $0 million, respectively. *Litigation* From time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, based upon the advice of counsel, the outcome of such actions is not expected to have a material adverse effect on the Company’s future financial position or results of operations. As of December 31, 2019, and December 31, 2020 there are no material litigation matters. *Indemnification* From time to time, the Company enters into agreements in the ordinary course of business that include indemnification provisions. Generally, in these provisions the Company agrees to defend, indemnify, and hold harmless the indemnified parties for claims and losses suffered or incurred by such indemnified parties for which the Company is responsible under the applicable indemnification provisions. The terms of the indemnification provisions vary depending upon negotiations between the Company and its counterpart; however, typically, these indemnification obligations survive the term of the contract and the maximum potential amount of future payments the Company could be required to make pursuant to these provisions are uncapped. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnity agreements pursuant to which it has indemnified its directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer, other than liabilities arising from willful misconduct of the individual. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnity agreements. The consolidated financial statements do not include a liability for any potential obligations under the indemnification agreements at December 31, 2019 and 2020.

Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities

12 Months Ended

Dec. 31, 2020

Text Block [Abstract]

Note 7. Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities

Series A and B Redeemable Convertible Preferred Stock Warrants

On November 27, 2018, in connection with the execution of the Runway Loan and Security Agreement, the Company issued a warrant to purchase 24,856 shares of Series A Preferred Stock of the Company at an exercise price of $16.14 per share. On August 5, 2019, in connection with the second amendment to the Runway Loan and Security Agreement, the Company amended the warrant issued to Runway Growth to increase the number of shares available to purchase to 37,285 shares of Series A Preferred Stock of the Company at an exercise price of $16.14 per share.

The warrants will terminate at the earlier of the ten years anniversary from the issuance date and liquidation of the Company. These warrants have a cashless exercise provision under which their holders may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of the Company’s stock at the time of exercise of the warrants after deduction of the aggregate exercise price. The warrants contain provisions for adjustment of the exercise price and number of shares issuable upon the exercise of warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications, and consolidations.

On April 3, 2020, in connection with the closing of the Series B redeemable convertible preferred stock, the Company issued a warrant to purchase 3,174,187 shares of Series B redeemable convertible preferred stock of the Company at an exercise price of $0.47 per share. The Series B Preferred Stock Warrants may be exercised prior to the earliest to occur of (i) the 10 year anniversary of the date of issuance, (ii) the consummation of a Liquidation Transaction, or (iii) the consummation of an initial public offering. These warrants have a cashless exercise provision under which their holders may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of the Company’s stock at the time of exercise of the warrants after deduction of the aggregate exercise price. The warrants contain provisions for adjustment of the exercise price and number of shares issuable upon the exercise of warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications, and consolidations.

The warrants were initially recognized as a liability at a fair value of $0.7 million. The warrant liability was remeasured to fair value as of December 31, 2020, resulting in a loss of $34.6 million for the year ended December 31, 2020, classified within other income (expense), net in the consolidated statements of operations and comprehensive loss.

Historically, value was assigned to each class of equity securities using an option pricing model method (“OPM”). In September 2020, the Company began allocating the equity value using a hybrid method that utilizes a combination of the OPM and the probability weighted expected return method (“PWERM”). The PWERM is a scenario-based methodology that estimates the fair value of equity securities based upon an analysis of future values for the Company, assuming various outcomes. As the probability of a transaction with a special purpose acquisition company (“SPAC”) increased, the fair value of the redeemable convertible preferred stock warrant liability increased as of December 31, 2020.

The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model:


	Initial Issuance Date			Subsequent Issuance Date			December 31, 2019			December 31, 2020
Stock price	$	5.80		$	5.80		$	5.96		$	7.11
Expected term (years)		10.00			9.31			8.91			2.00
Expected volatility		57.81	%		57.35	%		57.35	%		76.00	%
Risk-free interest rate		3.06	%		1.75	%		1.92	%		0.13	%
Dividend yield		0	%		0	%		0	%		0	%

Series B Redeemable Convertible Preferred Stock Tranche

In April 2020 and May 2020, the Company issued 43,952,862 shares of Series B redeemable convertible preferred stock at $0.47 per share. For each share purchased, the purchaser had an option to purchase an additional share of Series B redeemable convertible preferred stock at $0.47 per share, exercisable at any time prior to August 13, 2020 (the “Tranche Right”). The Company determined that the Tranche Right represented a freestanding obligation of the Company to issue additional shares of contingently redeemable shares if exercised by the holder. The freestanding redeemable convertible preferred stock tranche liability was initially recorded at fair value, with fair value changes recorded within other income (expense), net in the consolidated statements of operations and comprehensive loss.

In July 2020, the Company issued 26,700,658 shares of Series B redeemable convertible preferred stock at $0.47 per share for net proceeds of $12.5 million, less $0.1 million of stock issuance costs.

In August 2020, upon the expiration of the Tranche Right, 17,781,234 shares of Series B redeemable convertible preferred stock were issued in accordance with the Tranche Right. The remaining Tranche Right expired, unexercised, resulting in a $1.6 million gain recorded in other income.

Redeemable Convertible Preferred and Common Stock

3 Months Ended

Mar. 31, 2021

Redeemable Convertible Preferred and Common Stock

Note 8. Redeemable Convertible Preferred and Common Stock

The Company’s common stock and warrants trade on the New York Stock Exchange under the symbol “OUST” and “OUSTWS”, respectively. Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 1,000,000,000 shares of common stock; (ii) 100,000,000 shares of preferred stock. Immediately following the Merger, there were 161,449,205 shares of common stock with a par value of $0.0001, and 15,999,996 warrants outstanding. The holder of each share of common stock is entitled to one vote.

The Company has retroactively adjusted the shares issued and outstanding prior to March 11, 2021 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted.

Immediately prior to the Merger, OTI’s certificate of incorporation, as amended, authorized it to issue 342,367,887 shares of $0.00001 par value, with 210,956,516 shares designated as common stock and 131,411,372 shares of redeemable convertible preferred stock.

Series Seed Financing and conversion

In April 2016, OTI issued 1,887,253 shares of Series Seed redeemable convertible preferred stock at $1.02 per share for net proceeds of $1.8 million, net of $0.1 million stock issuance costs. In April 2016, OTI issued 44,256 shares to an investor upon conversion of a note having a balance of principal and interest of $45,000. In May 2016, OTI issued 563,725 shares of Series Seed redeemable convertible preferred stock at $1.02 per share for net proceeds of $0.6 million. In July 2016, OTI issued 445,942 shares of Series Seed redeemable convertible preferred stock at $1.02 per share for net proceeds of $0.5 million.

In April 2020, in order to induce the closing of the Series B Financing, the holders exercised the embedded conversion feature and all the outstanding Series Seed redeemable convertible preferred stock shares were converted to 2,941,176 shares of OTI’s common stock.

Series A Financing and conversion

In October 2017, OTI issued 1,324,511 shares of Series A Preferred Stock at $11.3158 per share for net proceeds of $14.8 million, net of $0.2 million of stock issuance costs. In October 2017, OTI issued 1,253,556 shares of Series A Preferred Stock upon conversion of multiple notes having a principal and interest balance of $4.6 million. In December 2017, OTI issued 715,712 shares of Series A Preferred Stock at $11.3158 per share for net proceeds of $8.1 million.

In April 2020, in order to induce the closing of the Series B Financing, the holders exercised the embedded conversion feature and all of the outstanding Series A redeemable convertible preferred stock shares were converted to 3,293,779 shares of OTI’s common stock.

Series B Financing

In April 2020, OTI issued 45,185,071 shares of Series B redeemable convertible preferred stock at $0.3323 per share for net proceeds of $15.1 million, less $0.1 million of stock issuance costs. In May 2020, OTI issued 17,320,031 shares of Series B redeemable convertible preferred stock at $0.3323 per share for net proceeds of $5.8 million, less $0.1 million of stock issuance costs. In July 2020, OTI issued 37,970,846 shares of Series B redeemable convertible preferred stock at $0.3323 per share for net proceeds of $12.5 million, less $0.1 million of stock issuance costs. In August 2020, OTI issued 25,286,587 shares of Series B redeemable convertible preferred stock at $0.3323 per share for net proceeds of $8.4 million, less $0.1 million of stock issuance costs.

On March 11, 2021, upon the closing of the Transaction pursuant to the Merger Agreement (Note 1), all of the outstanding redeemable convertible preferred stock was converted to the Company’s common stock pursuant to the conversion rate effective immediately prior to the Transaction and the remaining amount was reclassified to additional paid-in capital. As of March 31, 2021, the Company does not have any redeemable convertible preferred stock outstanding.

Prior to the Merger, redeemable convertible preferred stock as of December 31, 2020, consisted of the following (in thousands, except share and per share data):


	December 31, 2020
Series	Issue Price per share		Shares Authorized		Shares Issued and Outstanding		Liquidation Amount		Carrying Amount
Series B	$	0.33		131,411,372		88,434,754	$	41,791	$	39,225

Prior to the Merger, the significant features of OTI’s redeemable convertible preferred stock were as follows:

Dividend provisions

The Series Seed, Series A and Series B preferred stockholders were entitled to receive dividends prior and in preference to any dividends on the common stock, at a rate of $0.0612, $0.6789 and $0.019938 per share, respectively, per annum on a non-cumulative basis, when and if declared by the board of directors, subject to the prior rights of the preferred stockholders. After payment of such dividend, any additional dividends would be distributed among the holders of the preferred stock and common stock pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all shares of preferred stock into common stock).

Liquidation preference

In the event of liquidation, dissolution or winding up of the Company, merger or a reduction of capital through the sale or lease of all or substantial part of the business of the Company, before any distribution or payment were to be made to the holders of common stock, the holders of Series Seed, Series A and Series B redeemable convertible preferred stock were entitled to receive $1.02, $11.3518 and $0.3323 per share (subject to adjustment in the event of any share dividend, share split, combination, or other recapitalization), respectively, plus any declared but unpaid dividends on such shares. If the assets and funds were insufficient for such distribution, they were entitled to receive a pro rata distribution, based on the relative preferred stock ownership and in proportion to the preferential amount each such holder is otherwise entitled. If the assets and funds are in excess of amounts distributed to the preferred stockholders, the remaining assets and funds shall be distributed pro rata to the holders of the common stock. If the holders of the redeemable convertible preferred stock would receive a greater distribution if they converted to common stock, then such conversion would have been assumed prior to distribution.

Conversion rights

The holders of Series Seed, Series A and Series B redeemable convertible preferred stock had a right to convert their stock into nonassessable shares of common stock at a conversion rate equal to their respective liquidation preferences divided by a conversion price of $1.02, $11.3518 and $0.3323, respectively, which was adjusted for any stock splits, stock dividends, combination, subdivisions, recapitalizations or similar transactions. On March 11, 2021, upon the closing of the Transaction pursuant to the Merger Agreement (Note 1), all of the outstanding redeemable convertible preferred stock was converted to the Company’s common stock pursuant to the conversion rate effective immediately prior to the Transaction and the remaining amount was reclassified to additional paid-in capital.

Redemption rights

The redeemable convertible preferred stock were recorded in mezzanine equity because while it was not currently redeemable, it could become redeemable at the option of the preferred stockholders upon the occurrence of certain deemed liquidation events that were considered not solely within the Company’s control for an amount equal to the shares respective liquidation preference plus declared and unpaid dividends.

Voting rights

Each holder of redeemable convertible preferred stock was entitled to the number of votes equal to the number of shares of common stock into which such redeemable convertible preferred stock could then be converted and, with respect to such vote, holders of redeemable convertible preferred stock were entitled to vote together with the holders of common stock as a single class on all matters.

Leases

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Leases

Note 8. Leases

350 Treat Building Lease

In September 2017, the Company entered into a lease agreement (the “350 Treat Building Lease”) to lease approximately 26,125 square feet of office and warehouse space located in San Francisco, California for its corporate headquarters. Subsequently, in June 2018, the Company took possession of the 350 Treat Building Lease. This lease includes a free rent period and escalating rent payments and has a remaining lease term of 3.1 years that expires on January 31, 2023. The Company’s obligation to pay rent commenced in February 2018. The Company is obligated to make lease payments totaling approximately $7.4 million over the lease term, offset by $2.4 million of tenant improvement allowance. The lease further provides that the Company is obligated to pay to the landlord certain costs, including taxes and operating expenses.

The 350 Treat Building Lease is considered to be an operating lease under ASC 842 as it does not meet the criteria of a finance lease. As of December 31, 2020, the operating lease right-of-use asset and operating lease liability was $2.1 million (2019: $3.0 million) and $3.1 million (2019: $4.3 million), respectively. The discount rate used to determine the lease liability was 5.25%.

2741 16^th Street Lease

In September 2017, the Company entered into a lease agreement (the “2741 16^th Street Lease”) to lease approximately 20,032 square feet of office space and 25,000 of parking space located in San Francisco, California. Subsequently, in June 2019, the Company took possession of the 2741 16^th Street Lease. This lease includes a free rent period and escalating rent payments and has a remaining lease term of 3.1 years that expires on August 31, 2023. The Company’s obligation to pay rent commenced in September 2018. The Company is obligated to make lease payments totaling approximately $8.2 million over the lease term, offset by $4.6 million of tenant improvement allowance. The lease further provides that the Company is obligated to pay to the landlord certain costs related to 2741 16^th Street, including taxes and operating expenses.

In May 2020, the Company entered into an amendment to the 2741 16^th Street Lease agreement, whereby the parties agreed to extend the term of the lease for an additional four years, restructure the monthly rent payable under the lease and provide for an additional tenant improvement allowance. The total base lease payments for the extended period of four years equals $8.5 million and the increase in total base lease payments for the lease term provided for by the original agreement is $0.7 million. The Company recorded an adjustment of $6.2 million to the right-of-use asset and right-of-use operating lease liability associated with the 2741 16^th Street Lease agreement upon the amendment.

The 2741 16^th Street Lease is considered to be an operating lease under ASC 842 as it does not meet the criteria of a finance lease. As of December 31, 2020, the operating lease right-of-use asset and lease liability was $8.7 million (2019: $3.5 million) and $11.5 million (2019: $4.9 million), respectively. The discount rate used to determine the operating lease liability was 5.25%.

Hong Kong Lease

In December 2020, the Company entered into a lease agreement (the “Hong Kong Lease”) to lease office space located in Wanchai, Hong Kong for its Asia and Pacific headquarters. This lease includes a free rent period and fixed rent payments and has a lease term of 3 years that expires on December 13, 2023. The Company’s obligation to pay rent commenced in January 2020. The Company is obligated to make lease payments totaling approximately $0.2 million over the lease term. The lease further provides that the Company is obligated to pay to the landlord certain costs related to the Hong Kong lease, including taxes and operating expenses.

The Hong Kong Lease is considered to be an operating lease under ASC 842 as it does not meet the criteria of a finance lease. As of December 31, 2020, the operating lease right-of-use asset and operating lease liability was $0.2 million and $0.2 million, respectively. The discount rate used to determine the lease liability was 5.25%.

Total operating lease cost for the years ended December 31, 2019 and 2020 was $1.9 million and $2.9 million, which consisted of $1.7 million and $2.6 million of fixed lease expense and $0.2 million and $0.3 million of variable lease expense, respectively. Cash paid for amounts included in the measurement of lease liabilities was $3.3 million and $3.5 million for the years ended December 31, 2019 and 2020, respectively.

The following table presents the weighted average remaining lease term and discount rate for leases:


	December 31, 2019			December 31, 2020
Weighted-average remaining lease term		3.37			5.58
Weighted-average discount rate		5.25	%		5.25	%

The maturities of the operating lease liabilities as of December 31, 2020 were as follows (in thousands):


Year ending December 31,
2021	$	3,528
2022		3,631
2023		2,231
2024		2,085
2025 and thereafter		5,863

Total undiscounted lease payments		17,338
Less: imputed interest		(2,658	)

Total operating lease liabilities	$	14,680

Stock-based compensation

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Stock-based compensation

Note 9. Stock-based compensation

We currently have two equity incentive plans, our 2015 Stock Plan (the “2015 Plan”) and our 2021 Incentive Award Plan (the “2021 Plan”). On March 11, 2021, our 2015 Plan was terminated in connection with the consummation of Merger as defined in Note 1, but continues to govern the terms of outstanding stock options that were granted prior to the termination of the 2015 Plan. We no longer grant equity awards pursuant to our 2015 Plan.

2015 Stock Plan

In 2015, the Company established its 2015 Stock Plan. The purpose of the 2015 Stock Plan was to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options granted under the 2015 Plan included Incentive Stock Options or Non-statutory Stock Options, as determined by the administrator of the 2015 Plan at the time of grant of an option and subject to the applicable provisions of Section 422, Incentive Stock Options (“ISO”), of the Internal Revenue Code and the regulations promulgated thereunder. Restricted Stock Awards (“RSA”) could also be granted under the 2015 Plan. Restricted stock awards typically vested monthly over 1, 2, or 4 years.

Options under the 2015 Plan were granted for periods of up to ten years. All options issued had a 10-year life. The exercise price of an ISO was no less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. The exercise price of an ISO granted to a 10% shareholder was no less than 110% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. Options granted under the 2015 Plan generally vest or vested over four years and vest or vested at a rate of 25% upon the first anniversary of the issuance date and 1/36th per month thereafter. The Company accounts for forfeitures as they occur.

The exercise price of stock options granted in 2019 and 2020 were determined based on the fair value of stock at the date of grant obtained by the Company on a contemporaneous basis from an independent valuation firm. The valuation firm used a PWERM to estimate the aggregate enterprise value of the Company at each valuation date. The PWERM involves applying appropriate risk adjusted discount rates to future values for the enterprise assuming various possible scenarios. The projections used in connection with these valuations were based on the Company’s expected operating performance over the forecast period. Share value is based on the probability-weighted present value of expected future returns to the equity investor considering each of the likely future scenarios available to the enterprise, and the rights and preferences of each share class.

Certain employees have the right to early exercise unvested stock options, subject to rights held by the Company to repurchase unvested shares in the event of voluntary or involuntary termination. The Company accounts for cash received in consideration for the early exercise of unvested stock options as a non-current liability, included as a component of other liabilities in the Company’s consolidated balance sheets.

On October 12, 2020, the Company issued $1.1 million partial recourse promissory notes to certain executives and employees. The promissory notes carried 0.38% annual cash interest and were due on earliest of 9^th anniversary of the date of issuance of the notes, or termination of employment of the executive/employee, or filing by the Company of a registration statement under the Securities Act of 1933, or promissory notes being prohibited under Section 13(k) of the Securities Exchange Act of 1934 or closing of change a in control of the Company. At issuance, the promissory notes were used to settle certain executives’ and employees’ obligations for 2,883,672 vested and 4,603,833 unvested ISOs that were exercised and no cash was exchanged. In March 2021, in connection with the close of the Merger, the Company forgave half of the respective obligations under the promissory notes for certain executives and required such noteholders to repay the remaining balance of $0.3 million under each of their respective notes. Additional compensation expense of $0.3 million was recognized in general and administrative expenses for the three months ended March 31, 2021 for the value of the loans forgiven. Obligations under the promissory notes for non-executive noteholders of $0.5 million is outstanding as of March 31, 2021.

For those shares issued in connection with early exercises, there were 3,524,626, 6,212,254 and 89,431 unvested shares outstanding at March 31, 2021, December 31, 2020 and March 31, 2020, respectively, and approximately $0.5 million, $0.6 million and less than $0.1 million in related liabilities at the respective dates. The number of options early exercised for the three months ended March 31, 2021 was Nil.

Stock option activity under the 2015 Plan for the three months ended March 31, 2021 is as follows:


	Number of Shares Available for Grant		Number of Shares Underlying Outstanding Options			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding—December 31, 2020		1,587,195		25,732,503		$	0.39		9.6	$	245,746
Shares repurchased		220,561		—			0.14			$	—
Options exercised		—		(727,114	)		0.13		9.0	$	6,083
Options cancelled		378,639		(378,641	)		0.15			$	—

Outstanding—March 31, 2021		2,186,395		24,626,748		$	0.41		9.4	$	199,328

Vested and expected to vest—March 31, 2021				24,626,748		$	0.41		9.4	$	199,328

Exercisable—March 31, 2021				5,969,870		$	0.26		9.2	$	49,206

The following table summarizes information about stock options outstanding and exercisable at March 31, 2021 under the 2015 Plan.


		Options Outstanding						Options Exercisable
Exercise Price		Options Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Options Exercisable		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$	0.13		6,583,852		9.16	$	0.13		3,235,053		9.16	$	0.13
$	0.15		10,474,328		9.46	$	0.15		1,906,603		9.28	$	0.15
$	0.26		35,159		0.2	$	0.26		35,159		0.2	$	0.26
$	1.00		7,524,115		9.5	$	1.00		783,761		9.5	$	1.00
$	3.92		7,976		0.2	$	3.92		7,976		0.2	$	3.92
$	5.80		1,318		0.2	$	5.80		1,318		0.2	$	5.80

			24,626,748						5,969,870

The weighted average grant date fair value of options granted during the three months ended March 31, 2021 was Nil under the 2015 Plan.

As of March 31, 2021, under the 2015 Plan, there was approximately $29.4 million of unamortized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted average period of 1.66 years.

Restricted Stock Awards (“RSA”)

A summary of RSAs activity under the 2015 Plan is as follows:


	Number of Shares			Weighted Average Grant Date Fair Value (per share)
Unvested – December 31, 2020		57,956		$	0.67
Granted during the period		—			—
Canceled during the period		—			—
Vested during the period		(8,279	)		0.67

Unvested — March 31, 2021		49,677		$	0.67

The weighted-average estimated fair value of RSAs granted in the three months ended March 31, 2021 was Nil per share. The total fair value of RSAs vested during the three months ended March 31, 2021 was less than $0.1 million.

2021 Incentive Award Plan

On March 11, 2021, the Board of Directors approved the 2021 Incentive Award Plan (the “2021 Plan”). The purpose of the 2021 Plan is to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities, and to promote the success of the Company’s business. Our 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock units, performance stock unit awards and other forms of equity compensation (collectively, “equity awards”). In addition, the 2021 Plan provides for the grant of performance bonus awards. All awards within the 2021 Plan may be granted to employees, including officers, as well as directors and consultants, within the limit defined in the 2021 Plan. 18,558,576 shares of the Company’s common stock have been initially reserved for issuance under the 2021 Plan. The 2021 Plan includes an evergreen provision that provides for an annual increase in the number of shares of common stock available for issuance thereunder beginning on January 1, 2022 and ending on January 1, 2031, equal to 5% of the shares of Company common stock outstanding on the last day of the immediately preceding fiscal year and such smaller number of shares as determined by the Board of Directors or a committee thereof. As of March 31, 2021, the Company had reserved 42,027,616 shares of common stock for issuance under the 2021 Plan.

Options and stock appreciation rights under the 2021 Plan will be exercisable at such times and as specified in the Award Agreement (as defined in the 2021 Plan) provided that the term of an option or stock appreciation will not exceed ten years. Options granted under the 2021 Plan may be Incentive Stock Options (ISOs) or Non-statutory Stock Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Internal Revenue Code and the regulations promulgated thereunder. The exercise price of an option will be no less than 100% of the fair market value of the shares of common stock on the date of grant. The exercise price of an ISO granted to a 10% shareholder will be no less than 110% of the fair market value of the shares on the date of grant and the term of the ISO will not exceed five years. The Company granted an option to purchase 1,614,492 shares of Company common stock to a senior advisor serving on the Company’s board of directors as chair with 20% of the total number of such option shares vesting on each of the first five anniversaries from the senior advisor’s employment start date, subject to his continued employment with the Company and provided that option grant will only be exercisable in the event that the closing trading price per share of the Company stock equals or exceeds 130% of the exercise price per share of the option for 30 consecutive trading days. If this condition is not met on or prior to the fifth anniversary of the date of grant, the option grant will terminate for no consideration.

Restricted stock and restricted stock units granted to employees generally vest as to 25% of the shares on the first anniversary service date of the grant, and quarterly thereafter so as to be 100% vested on the fourth anniversary of the vesting commencement date. All participants holding shares of restricted stock will be entitled to all the rights of a stockholder with respect to such shares and have voting power and other rights with respect to such shares, provided, however, that such shares are held in escrow and subject to forfeiture until the shares vested. The Company granted 807,246 restricted stock units to a senior advisor who serves as chair of the board of directors with vesting of 20% of the total number of restricted stock units on each of the first five anniversaries from the employment start date, subject to continued employment with the Company. The Company also granted 152,628 restricted stock units to several members of the board of directors subject to standard terms of these awards.

Vesting schedules for performance stock unit awards and other equity awards vary and are linked to one or more of performance or other specific criteria, including service to the Company, determined to be appropriate by the Board, in each case on a specified date or dates or over any period or periods determined by the Board. The performance condition awards are automatically forfeited in their entirety, without any cost to or action by the Company, if there has been no achievement of the performance condition. The Company granted 807,246 performance stock units to a senior advisor who serves as chair of the board of directors with vesting earned over four years based on achieving increases in the Company’s stock price from the date of grant ranging from 150%, to earn 25% of the performance stock units, to 300% to earn the entire award of performance stock units. Each performance stock unit constitutes the right to receive one share of Company common stock upon vesting.

Performance bonus awards are denominated in cash, stock or a combination thereof, and shall be payable upon the attainment of performance goals that are established by the Board and relate to one or more of performance or other specific criteria, including service to the Company, in each case on a specified date or dates or over any period or periods determined by the Board.

The weighted average grant date fair value of equity awards granted during the three months ended March 31, 2021 was $12.00 under the 2021 Plan.

As of March 31, 2021, under the 2021 Plan there was approximately $30.1 million of unamortized stock-based compensation expense related to unvested equity awards that is expected to be recognized over a weighted average period of 4.65 years.

The Company recognized stock-based compensation for all stock options in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended March 31,
	2021		2020
Cost of revenue	$	118	$	42
Research and development		921		136
Sales and marketing		265		50
General and administrative		3,952		(53	)

Total stock-based compensation	$	5,256	$	175

Note 11. Stock-based compensation

In 2015, the Company established its 2015 Stock Plan (the “Plan”). The purpose of the 2015 Stock Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Non-statutory Stock Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422, Incentive Stock Options (“ISO”), of the Internal Revenue Code and the regulations promulgated thereunder. Restricted Stock Awards (“RSA”) may also be granted under the Plan. Restricted stock awards typically vest monthly over 1, 2, or 4 years. As of December 31, 2020, the Company has reserved 42,027,616 shares of common stock for issuance under the Plan.

Options under the Plan may be granted for periods of up to ten years. All options issued to date have had a 10-year life. The exercise price of an ISO shall not be no less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. The exercise price of an ISO granted to a 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. To date, options granted generally vest over four years and vest at a rate of 25% upon the first anniversary of the issuance date and 1/36th per month thereafter. The Company accounts for forfeitures as they occur.

On October 12, 2020 the Company issued $1.1 million partial recourse promissory notes to certain executives and employees. The promissory notes carry 0.38% annual cash interest and are due on earliest of 9^th anniversary of the date of issuance of the notes, or termination of employment of the executive/employee, or filing by the Company of a registration statement under the Securities Act of 1933, or promissory notes being prohibited under Section 13(k) of the Securities Exchange Act of 1934 or closing of change a in control of the Company. At issuance the promissory notes were used to settle certain executives’ and employees’ obligations for 2,027,675 vested and 3,237,362 unvested ISOs that were exercised and no cash was exchanged.

For those shares issued in connection with early exercises, there were 120,984 and 6,212,254 unvested shares outstanding as of December 31, 2019 and 2020, respectively, and approximately $0.1 million and $0.6 million related liabilities at respective dates. The number of options early exercised for the years ended December 31, 2019 and 2020 were nil and 9,507,478, respectively.

The Company recognized stock-based compensation for all stock options in the statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2019		2020
Cost of revenue	$	58	$	657
Research and development		621		6,059
Sales and marketing		140		640
General and administrative		474		4,701

Total stock-based compensation	$	1,293	$	12,057

Stock option activity for the years ended December 31, 2019 and 2020 is as follows:


	Number of Shares Available for Grant			Number of Shares Underlying Outstanding Options			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding—January 1, 2019		184,808			977,513		$	5.24		9.5	$	2,943
Additional shares authorized		480,283			—
Options granted		(913,090	)		913,090			8.25		7.5		206
RSA’s granted		(703	)		—
Options exercised		—			(8,545	)		5.96		0.5		21
Options cancelled		282,413			(282,413	)		7.31				330

Outstanding—December 31, 2019		33,712			1,599,645		$	6.58		8.8	$	3,020
Additional shares authorized		39,526,375			—
Options granted		(37,663,242	)		37,663,242			0.45		9.4		363,941
RSA’s granted		(1,617,264	)		—
Options exercised		—			(12,221,364	)		0.20		9.5		121,106
Options cancelled		1,309,020			(1,309,020	)		1.58				—

Outstanding—December 31, 2020		1,588,600			25,732,503		$	0.56		9.6	$	245,746

Vested and expected to vest—December 31, 2020					25,732,503		$	0.56		9.6	$	245,746

Exercisable—December 31, 2020					5,135,847		$	0.28		9.4	$	50,493

The following table summarizes information about stock options outstanding and exercisable at December 31, 2020.


		Options Outstanding						Options Exercisable
Exercise Price		Options Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Options Exercisable		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$	0.18		7,240,650		9.40	$	0.18		3,462,757		9.40	$	0.18
$	0.21		10,923,153		9.74	$	0.21		1,315,002		9.74	$	0.21
$	0.37		35,159		0.45	$	0.37		35,159		0.45	$	0.37
$	1.42		7,524,116		9.75	$	1.42		313,505		9.75	$	1.42
$	5.57		7,976		0.45	$	5.57		7,976		0.45	$	5.57
$	8.42		1,449		0.45	$	8.42		1,449		0.45	$	8.42

			25,732,503						5,135,847

The weighted average grant date fair value of options granted during the years ended December 31, 2019 and 2020 was $4.39 and $1.11, respectively.

As of December 31, 2020, there was approximately $34.6 million of unamortized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted average period of 1.78 years.

Cash received from option exercises and purchases of shares was $0.1 million and $0.4 million for years ended December 31, 2019 and 2020, respectively.

The fair value of each option is estimated at the date of grant using the Black-Scholes option pricing model, based on the following assumptions:


	Year Ended December 31,
	2019	2020
Expected term (in years)	6.0	5.0 - 6.1
Risk-free interest rate	1.5 to 2.4%	0.3 to 1.5%
Expected volatility	55.3%—58.0%	57.4%—63.3%
Expected dividend rate	0%	0%

Restricted Stock Awards (“RSA”)

A summary of RSAs activity under the Plan is as follows:


	Number of Shares			Weighted Average Grant Date Fair Value (per share)
Unvested – January 1, 2020		34,865		$	0.82
Granted during the year		1,617,264			0.65
Canceled during the year		(105,921	)		0.50
Vested during the year		(1,505,454	)		0.74

Unvested – December 31, 2020		40,754		$	0.95

The weighted-average estimated fair value of RSAs granted in the years ended December 31, 2019 and 2020 was $8.36 and $0.65 per share, respectively. The total fair value of RSAs vested during the years ended December 31, 2020, and 2019 was $1.1 million, and $0.1 million, respectively.

Commitments	3 Months Ended	12 Months Ended
Commitments	Mar. 31, 2021	Dec. 31, 2020
Commitments and Contingencies	Note 7. Commitments and Contingencies *Letters of credit* In connection with two leases, the Company obtained two letters of credit from a bank as required by the lease agreements. If the Company defaults under the terms of the applicable lease, the lessor will be entitled to draw upon the letters of credit in the amount necessary to cure the default. The amounts covered by the letters of credit are collateralized by certificates of deposit, which are included in restricted cash on the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. The outstanding amount of the letters of credit was $1.3 million as of March 31, 2021 and December 31, 2020. *Non-cancelable purchase commitments* As of March 31, 2021, the Company had non-cancelable purchase commitments to a third-party contract manufacturer for approximately $5.5 million and other vendors for approximately $4.0 million. *Litigation* From time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, based upon the advice of counsel, the outcome of such actions is not expected to have a material adverse effect on the Company’s future financial position or results of operations. As of March 31, 2021 and December 31, 2020 there are no material litigation matters. *Indemnification* From time to time, the Company enters into agreements in the ordinary course of business that include indemnification provisions. Generally, in these provisions the Company agrees to defend, indemnify, and hold harmless the indemnified parties for claims and losses suffered or incurred by such indemnified parties for which the Company is responsible under the applicable indemnification provisions. The terms of the indemnification provisions vary depending upon negotiations between the Company and its counterpart; however, typically, these indemnification obligations survive the term of the contract and the maximum potential amount of future payments the Company could be required to make pursuant to these provisions are uncapped. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnity agreements pursuant to which it has indemnified its directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer, other than liabilities arising from willful misconduct of the individual. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnity agreements. The unaudited condensed consolidated financial statements do not include a liability for any potential obligations under the indemnification agreements at March 31, 2021 and December 31, 2020.	Note 9. Commitments and Contingencies *Letter of credits* In connection with the 350 Treat Building Lease and 2741 16^th Street Lease, the Company obtained two letters of credit from a bank as required by the lease agreements. If the Company defaults under the terms of the lease, the lessor will be entitled to draw upon the letters of credit in the amount necessary to cure the default. The amounts covered by the letters of credit are collateralized by certificates of deposit, which are included in restricted cash on the consolidated balance sheets as of December 31, 2019 and 2020. The outstanding amount of the letters of credit are $1.6 million and $1.3 million as of December 31, 2019 and 2020, respectively. *Non-cancelable purchase commitments* As of December 31, 2019 and 2020, the Company had non-cancelable purchase commitments for excess raw materials held by a third-party contract manufacturer for approximately $0.4 million and $0 million, respectively. *Litigation* From time to time, the Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, based upon the advice of counsel, the outcome of such actions is not expected to have a material adverse effect on the Company’s future financial position or results of operations. As of December 31, 2019, and December 31, 2020 there are no material litigation matters. *Indemnification* From time to time, the Company enters into agreements in the ordinary course of business that include indemnification provisions. Generally, in these provisions the Company agrees to defend, indemnify, and hold harmless the indemnified parties for claims and losses suffered or incurred by such indemnified parties for which the Company is responsible under the applicable indemnification provisions. The terms of the indemnification provisions vary depending upon negotiations between the Company and its counterpart; however, typically, these indemnification obligations survive the term of the contract and the maximum potential amount of future payments the Company could be required to make pursuant to these provisions are uncapped. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnity agreements pursuant to which it has indemnified its directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer, other than liabilities arising from willful misconduct of the individual. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnity agreements. The consolidated financial statements do not include a liability for any potential obligations under the indemnification agreements at December 31, 2019 and 2020.
Colonnade Acquisition Corp.
Commitments and Contingencies		NOTE 7. COMMITMENTS *Registration Rights* Pursuant to a registration rights agreement entered into on August 20, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. *Underwriting Agreement* The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate. A portion of such amount not to exceed 40% of the total amount of deferred underwriting commissions held in the Trust Account may be paid at the sole discretion of the Company to parties who may or may not participate in the Initial Public Offering (but who are members of FINRA) that assist the Company in consummating a Business Combination. The election to make such payments to such parties will be solely at the discretion of the Company’s management team. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. *Advisory and Consulting Agreements* On December 4, 2020, the Company entered into an agreement with a service provider, pursuant to which the service provider will serve as the placement agent for the Company in connection with a proposed private placement (the “Proposed Transaction”) of the Company’s equity or equity-linked securities (the “Equity Securities”). The Company agreed to pay the service provider a cash fee of equal to 50% of 3.5% of the gross proceeds of the total fair market of the Equity Securities sold in the Proposed Transaction subject to a minimum fee of $1,000,000 and reimbursable expenses not to exceed $50,000 without the Company’s prior written consent. As of December 31, 2020, no amounts were incurred under this agreement. On December 4, 2020, the Company entered into an agreement with a service provider, pursuant to which the service provider will serve as media relations, due diligence, and transaction prep for the Company in connection with a proposed business combination. The Company agreed to pay the service provider a cash fee of (i) $15,000 per month until the consummation of a Business Combination, (ii) $200,000 payable only upon consummation of a Business Combination and (iii) a discretionary performance bonus in the amount of $200,000 upon the consummation of the Business Combination, at the sole discretion of the Company. As of December 31, 2020, the Company incurred $4,839 under this agreement, of which is included in accrued expenses in the accompanying balance sheet. On December 5, 2020, the Company entered into an agreement with a service provider, pursuant to which the service provider will serve as the co-placement agent for the Company in connection with a proposed private placement (the “Transaction”) of the Company’s equity or equity-linked securities (the “Securities”). The Company agreed to pay the service provider a cash fee of $2,800,000, payable at the closing of the Business Combination and a cash fee equal to 50% of 3.5% of the gross proceeds of the total Securities sold in the Transaction subject to a minimum fee of $2,200,000. As of December 31, 2020, no amounts were incurred under this agreement. *Merger Agreement* On December 21, 2020, the Company entered into the Merger Agreement, with Merger Sub and Ouster, relating to a proposed business combination transaction between the Company and Ouster. Pursuant to the Merger Agreement, Merger Sub will merge with and into Ouster, the separate corporate existence of Merger Sub will cease and Ouster will be the surviving corporation and a wholly owned subsidiary of the Company and will be renamed Ouster Inc. As a result of the Merger, among other things, all outstanding shares of capital stock of Ouster will be cancelled in exchange for the right to receive, in the aggregate, a number of shares of Ouster PubCo common stock (as defined in the Merger Agreement) equal to the quotient obtained by dividing (x) $1,500,000,000 by (y) $10.00. The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement.

Shareholders' Equity/ Redeemable Convertible Preferred and Common Stock

12 Months Ended

Dec. 31, 2020

Shareholders' Equity/ Redeemable Convertible Preferred and Common Stock

Note 10. Redeemable Convertible Preferred and Common Stock

The Company’s certificate of incorporation, as amended, authorizes it to issue 342,367,887 shares of $0.00001 par value, with 210,956,516 shares designated as common stock and 131,411,372 shares of redeemable convertible preferred stock. The holder of each share of common stock is entitled to one vote. The holders of outstanding common stock are entitled to elect four directors.

Series Seed Financing and conversion

In April 2016, the Company issued 1,327,094 shares of Series Seed redeemable convertible preferred stock at $1.45 per share for net proceeds of $1.8 million, net of $0.1 million stock issuance costs. In April 2016, the Company issued 31,120 shares to an investor upon conversion of a note having a balance of principal and interest of $45,000. In May 2016, the Company issued 396,405 shares of Series Seed redeemable convertible preferred stock at $1.45 per share for net proceeds of $0.6 million. In July 2016, the Company issued 313,581 shares of Series Seed redeemable convertible preferred stock at $1.45 per share for net proceeds of $0.5 million.

Series A Financing and conversion

In October 2017, the Company issued 931,381 shares of Series A Preferred Stock at $16.09 per share for net proceeds of $14.8 million, net of $0.2 million of stock issuance costs. In October 2017, the Company issued 881,486 shares of Series A Preferred Stock upon conversion of multiple notes having a principal and interest balance of $4.6 million. In December 2017, the Company issued 503,280 shares of Series A Preferred Stock at $16.09 per share for net proceeds of $8.1 million.

Series B Financing

In April 2020, the Company issued 31,773,617 shares of Series B redeemable convertible preferred stock at $0.47 per share for net proceeds of $15.1 million, less $0.1 million of stock issuance costs. In May 2020, the Company issued 12,179,245 shares of Series B redeemable convertible preferred stock at $0.47 per share for net proceeds of $5.8 million, less $0.1 million of stock issuance costs. In July 2020, the Company issued 26,700,658 shares of Series B redeemable convertible preferred stock at $0.47 per share for net proceeds of $12.5 million, less $0.1 million of stock issuance costs. In August 2020, the Company issued 17,781,234 shares of Series B redeemable convertible preferred stock at $0.47 per share for net proceeds of $8.4 million, less $0.1 million of stock issuance costs.Redeemable convertible preferred stock as of December 31, 2019, consisted of the following (in thousands, except share and per share data):


	December 31, 2019
Series	Issue Price per share		Shares Authorized		Shares Issued and Outstanding		Liquidation Amount		Carrying Amount
Series seed	$	1.45		2,068,201		2,068,201	$	3,000	$	2,911
Series A	$	16.09		2,353,432		2,316,147		37,272		37,105

				4,421,633		4,384,348	$	40,272	$	40,016

Redeemable convertible preferred stock as of December 31, 2020, consisted of the following (in thousands, except share and per share data):


	December 31, 2020
Series	Issue Price per share		Shares Authorized		Shares Issued and Outstanding		Liquidation Amount		Carrying Amount
Series B	$	0.47		131,411,372		88,434,754	$	41,791	$	39,225

The significant features of the Company’s redeemable convertible preferred stock are as follows:

Dividend provisions

The Series Seed, Series A and Series B preferred stockholders are entitled to receive dividends prior and in preference to any dividends on the common stock, at a rate of $0.0870, $0.9655 and $0.0284 per share, respectively, per annum on a non-cumulative basis, when and if declared by the board of directors, subject to the prior rights of the preferred stockholders. After payment of such dividend, any additional dividends shall be distributed among the holders of the preferred stock and common stock pro rata based on the number of shares of common stock then held by each holder (assuming conversion of all shares of preferred stock into common stock).

Liquidation preference

In the event of liquidation, dissolution or winding up of the Company, merger or a reduction of capital through the sale or lease of all or substantial part of the business of the Company, before any distribution or payment shall be made to the holders of common stock, the holders of Series Seed, Series A and Series B redeemable convertible preferred stock shall receive $1.45, $16.14 and $0.47 per share (subject to adjustment in the event of any share dividend, share split, combination, or other recapitalization), respectively, plus any declared but unpaid dividends on such shares. If the assets and funds are insufficient for such distribution, they shall receive a pro rata distribution, based on the relative preferred stock ownership and in proportion to the preferential amount each such holder is otherwise entitled. If the assets and funds are in excess of amounts distributed to the preferred stockholders, the remaining assets and funds shall be distributed pro rata to the holders of the common stock. If the holders of the redeemable convertible preferred stock would receive a greater distribution if they converted to common stock, then such conversion will be assumed prior to distribution.

Conversion rights

The holders of Series Seed, Series A and Series B redeemable convertible preferred stock have a right to convert their stock into nonassessable shares of common stock at a conversion rate equal to their respective liquidation preferences divided by a conversion price of $1.45, $16.14 and $0.47, respectively, which is adjusted for any stock splits, stock dividends, combination, subdivisions, recapitalizations or similar transactions.

Shares of Series B redeemable convertible preferred stock shall automatically be converted into shares of common stock upon the earlier of (a) the closing of the sale of shares of common stock to the public at a minimum price of $1.41 per share, subject to appropriate adjustment in the event of any stock splits, stock dividends, combinations, subdivisions, recapitalizations or similar transactions with respect to common stock, in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75.0 million of gross cash proceeds to the Company or (b)(i) upon vote or written consent of a majority of the then outstanding shares of the Series Seed redeemable convertible preferred stock, voting as a separate series on an as-converted basis or (ii) upon vote or written consent of the majority of the then outstanding shares of the Series B redeemable convertible preferred stock, voting as a separate series on an as-converted basis, respectively.

Redemption rights

The redeemable convertible preferred stock is recorded in mezzanine equity because while it is not currently redeemable, it may become redeemable at the option of the preferred stockholders upon the occurrence of certain deemed liquidation events that are considered not solely within the Company’s control for an amount equal to the shares respective liquidation preference plus declared and unpaid dividends.

Voting rights

Each holder of redeemable convertible preferred stock shall be entitled to the number of votes equal to the number of shares of common stock into which such redeemable convertible preferred stock could then be converted and, with respect to such vote, holders of redeemable convertible preferred stock are entitled to vote together with the holders of common stock as a single class on all matters.

Election of Directors

As long as at least 7,500,000 shares of the Series B redeemable convertible preferred stock originally issued remain outstanding, then the holders of the Series Seed redeemable convertible preferred stock are entitled to elect two directors.

Shareholders' Equity/ Redeemable Convertible Preferred and Common Stock

NOTE 8. SHAREHOLDERS’ EQUITY

Preference Shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares—The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 7,194,829 Class A ordinary shares issued and outstanding, excluding 12,805,171 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares—The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 5,000,000 Class B ordinary shares issued and outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Warrants—Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination, or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder and

•

if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send to the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Employee benefit plan	12 Months Ended
Employee benefit plan	Dec. 31, 2020
Retirement Benefits [Abstract]
Employee benefit plan	Note 12. Employee benefit plan In 2018, the Company adopted a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company at its discretion offers matching contributions of up to 4% of each employee’s annual compensation. The Company provided matching contributions of $0.5 million and $0.7 million to the plan during the years ended December 31, 2019 and 2020, respectively.

Net Loss Per Common Share

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Earnings Per Share [Abstract]

Net Loss Per Common Share

Note 10. Net Loss Per Common Share

The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data):


	Three Months Ended March 31,
	2021			2020
Numerator:
Net loss	$	(20,957	)	$	(18,693	)

Denominator:
Weighted average shares used to compute basic and diluted net loss per share		55,688,281			7,767,169

Net loss per common share—basic and diluted	$	(0.38	)	$	(2.41	)

The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio of approximately 0.703 shares of the Company per one share of OTI as established in the Merger Agreement.

The weighted average number of shares used to compute basic and diluted net loss per share excludes unvested early exercised common stock options subject to repurchase.

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:


	Three Months Ended March 31,
	2021		2020
Redeemable convertible preferred stock		—		4,384,348
Options to purchase common stock		24,626,748		1,467,347
Unvested RSA		34,932		26,908
Restricted stock units		959,874		—
Unvested early exercised common stock options		3,935,428		89,431
Vested and early exercised options subject to nonrecourse notes		1,761,436		—
Preferred stock warrants		—		37,285
Public and private common stock warrants		15,999,996		—

Total		47,318,414		6,005,319

Note 13. Net Loss Per Common Share

The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data):


	Year Ended December 31,
	2019			2020
Numerator:
Net loss	$	(51,661	)	$	(106,780	)

Denominator:
Weighted average shares used to compute basic and diluted net loss per share		7,390,456			17,858,976

Net loss per common share—basic and diluted	$	(6.99	)	$	(5.98	)


	Year Ended December 31,
	2019		2020
Redeemable convertible preferred stock		4,384,348		88,434,754
Options to purchase common stock		1,599,645		25,732,503
Unvested RSA		34,865		146,675
Unvested early exercised common stock options		120,984		6,212,254
Vested and early exercised options subject to nonrecourse notes		—		2,151,100
Preferred stock warrants		37,285		4,443,862

Total		6,177,127		127,121,148

Income Taxes

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Note 11. Income taxes

The Company’s income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in the quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on the deferred tax assets as it is more likely than not that some, or all, of the Company’s deferred tax assets will not be realized. The Company continues to maintain a full valuation allowance against its net deferred tax assets. Due to tax losses and the offsetting valuation allowance, the income tax provision for the three months ended March 31, 2021 and 2020 was not material to the Company’s condensed consolidated financial statements.

Note 14. Income taxes

Income (loss) before income taxes for the years ended December 31, 2020 and 2019 are as follows (in thousands)


	Year Ended December 31,
	2019			2020
Domestic	$	(51,600	)	$	(106,508	)
Foreign		(61	)		103

Total	$	(51,661	)	$	(106,405	)

The components of income tax expense are as follows (in thousands):


	Year Ended December 31,
	2019		2020
Current:
Federal	$	—	$	—
State		1		1
Foreign		—		23

Total current expense		1		24

Deferred:
Federal		—		—
State		—		351
Valuation allowance		—		—

Total deferred expense		—		351

Total income tax expense	$	1	$	375

A reconciliation between the statutory rate U.S. federal rate and the Company’s effective tax rate is as follows:


	Year Ended December 31,
	2019			2020
Federal statutory rate	$	(10,849	)	$	(22,344	)
State income taxes, net of federal benefit		(3,810	)		1,330
Stock compensation		185			2,786
Foreign rate differential		13			—
Tax credits		(787	)		(539	)
Fair value changes - warrants		—			11,192
Convertible debt cancellation of indebtedness income		—			15,079
Valuation allowance		14,559			(6,812	)
Other		690			(317	)

Total tax provision	$	1		$	375

Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes are as follows (in thousands):


	Year Ended December 31,
	2019			2020
Deferred tax assets:
Net operating loss carryforwards	$	19,491		$	15,285
Credits		1,761			1,580
Stock based compensation		—			383
Accruals and reserves		4,363			1,335
Operating lease liability		2,586			4,059

Gross deferred tax assets		28,201			22,642
Valuation allowance		(26,174	)		(19,362	)

Net deferred tax assets		2,027			3,280

Deferred tax liabilities:
Property and equipment		(323	)		(230	)
Operating lease, right of use assets		(1,704	)		(3,050	)

Gross deferred tax liabilities		(2,027	)		(3,280	)

Net deferred tax assets	$	—		$	—

The Company has established a full valuation allowance of $26.2 million and $19.4 million for the years ended December 31, 2019 and 2020, respectively, against its net deferred tax assets. The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is not more likely than not that all of the deferred tax assets can be realized as of December 31, 2020, accordingly, the Company has recorded a full valuation allowance on its deferred tax assets.

The valuation allowance on the Company’s net deferred taxes increased by $14.6 million and decreased by $6.8 million during the years ended December 31, 2019, and 2020, respectively. The decrease in valuation allowance is primarily attributed to the utilization of net operating losses and credits in 2020.

As of December 31, 2019, the Company had federal net operating loss carryforwards and state net operating loss carryforwards of approximately $69.5 million and $70.0 million, respectively. As of December 31, 2019, the federal net operating loss carryforward begins expiring in 2035 through 2040, and the state net operating loss carryforward begins expiring in 2035 through 2040. As of December 31, 2019, the amount of federal net operating loss that does not expire is $61.8 million.

As of December 31, 2020, the Company had federal net operating loss carryforwards and state net operating loss carryforwards of approximately $49.5 million and $70.0 million, respectively. As of December 31, 2020, the federal net operating loss carryforwards do not expire as federal net operating loss carryforwards generated after December 31, 2017 will be carried forward indefinitely and the state net operating loss carryforward begins expiring in 2035 through 2040. As of December 31, 2020, the amount of federal net operating loss that does not expire is $49.5 million.

As of December 31, 2019, the Company had federal and state research and development credit carryforwards of approximately $1.4 million and $1.2 million, respectively. As of December 31, 2020, the Company had federal and state research and development credit carryforwards of approximately $2.1 million and $0.01 million, respectively. As of December 31, 2019 and 2020 the federal credits will expire starting in 2035 and 2038, respectively, if not utilized and state credits carryforward indefinitely.

Utilization of the net operating loss carry forward may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of the net operating loss before utilization.

ASC 740 requires that the tax benefit of net operating losses, temporary differences, and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. As of December 31, 2019 and 2020 the Company has reviewed the positive and negative evidence relating to the realizability of the deferred tax assets and has concluded that the deferred tax assets are more likely than not to not be realized.

The CARES Act includes provisions relating to refundable payroll tax credits, deferment of employer’s social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. This new legislation did not impact the current year provision. The Company will continue to monitor the possible impacts in the future periods.

On June 29, 2020, Governor Gavin Newsom signed California Assembly Bill 85 (AB 85) into law. The legislation suspends the California net operating loss deductions for 2020, 2021, and 2022 for certain taxpayers and imposes a limitation of certain California Tax Credits for 2020, 2021, and 2022. The legislation disallows the use of California net operating loss deductions if the taxpayer recognizes business income and its adjusted gross income is greater than $1.0 million. The carryover periods for net operating loss deductions disallowed by this provision will be extended. Additionally, any business credit will only offset a maximum of $5.0 million of California tax. As a result of the legislation, the available California net operating losses were unable to be utilized to offset taxable income in 2020. The Company utilized California R&D credits to reduce its taxable income to minimum tax. The Company will continue to monitor the possible California net operating loss and credit limitations in future periods.

The balance of gross unrecognized tax benefits as of December 31, 2019 and 2020 was $0.7 million and $1.0 million, respectively. Out of the total unrecognized tax benefits, $0.4 million at December 31, 2020, if recognized, would reduce our effective tax rate in the period of recognition. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2019 and 2020, the Company has not accrued interest and penalties related to uncertain tax positions. The following table sets forth the change in the uncertain tax positions for the years ended December 31, 2019 and 2020:


	Year Ended December 31,
	2019		2020
Balance at the beginning of the year	$	180	$	651
Decreases:
For current year’s tax positions		—		—
For prior years’ tax positions		—		—
Increases:
For current year’s tax positions		471		320
For prior years’ tax positions		—		—

Balance at the end of the year	$	651	$	971

The Company files income tax returns in the U.S. federal jurisdiction, California state jurisdiction, and Hong Kong. In the normal course of business, the Company is subject to examination by taxing authorities. The Company has not been audited by the Internal Revenue Service or any state income or franchise tax agency. As of December 31, 2020, its federal returns for the years ended December 31, 2016 through the current period and the state returns for the years ended December 31, 2016 through the current period are still open to examination. In addition, all of the net operating losses and research and development credit carry-forwards that may be used in future years are still subject to inquiry given that the statute of limitation for these items would begin in the year of the utilization.

Basis of Presentation and Principles of Consolidation

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Related Party Transactions	3 Months Ended	12 Months Ended
Related Party Transactions	Mar. 31, 2021	Dec. 31, 2020
Related Party Transactions	Note 12. Related Party Transactions See Note 5, Debt for details of promissory notes issued by the Company to certain investors of the Company (or an affiliate thereof). See Note 9, Stock-based compensation for details of partial recourse promissory notes issued by the Company to certain executives and employees.	Note 15. Related Party Transactions From August 1, 2018 through December 31, 2019, the founder of the Company participated in convertible notes financings in the amount of $11.8 million. Interest on the convertible notes accrued at the rate of 5% per annum. Accrued interest related to the convertible notes purchased by the founder for the years ended December 31, 2019 and 2020 totaled $0.6 million and $0.2 million, respectively. As of December 31, 2019 and 2020, the balance of the convertible notes owned by the founder was $11.8 million and $0 million, respectively. The founder participated on the same terms and conditions as all other investors. Cox Enterprises is the parent company of Cox Automotive, a customer of the Company, and Cox Investment Holdings, Inc., a major investor of the Company. For the years ended December 31, 2019 and 2020, revenue from Cox Automotive totaled $0.1 million and less than $0.1 million, respectively. There were no accounts receivable outstanding as of December 31, 2019 and 2020. See Note 11 Stock-based compensation for details of partial recourse promissory notes issued by the Company to certain executives and employees.
Colonnade Acquisition Corp.
Related Party Transactions		NOTE 6. RELATED PARTY TRANSACTIONS *Founder Shares* On June 30, 2020, the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On October 9, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 750,000 Founder Shares. Accordingly, as of December 31, 2020, there are 5,000,000 Founder Shares issued and outstanding (see Note 8). The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. *Administrative Services Agreement* The Company entered into an agreement whereby, commencing on August 21, 2020, the Company will pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from June 4, 2020 (inception) through December 31, 2020, the Company incurred and paid $40,000 of such fees. *Due to Sponsor* The Sponsor advanced $600,000 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Units in the event the underwriters’ exercised their over-allotment option. The advance was due on demand should the over-allotment option not be exercised by the underwriters. On September 23, 2020, the $600,000 was returned to the Sponsor as the over-allotment option was not exercised. *Promissory Note – Related Party* On June 30, 2020, the Sponsor agreed to loan the Company up to an aggregate amount of $300,000 to be used, in part, for transaction costs incurred in connection with the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Note of $126,005 was repaid at the closing of the Initial Public Offering on August 25, 2020. *Private Placement Warrants* Simultaneously with the closing of the Public Offering, the Sponsor purchased an 6,000,000 Private Placement Warrants at a price of $1.0 per Private Placement Warrant, generating gross proceeds of $6,000,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Business Combination. *Related Party Loans* In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2020
Subsequent Events	Note 16. Subsequent Events The Company has evaluated subsequent events through March 12, 2021, the date these consolidated financial statements were available to be issued and has determined that the following subsequent events require disclosure in the consolidated financial statements. Promissory Note The Company issued a $5 million promissory note in January 2021 to certain current investors of the Company (or an affiliate thereof) to help continue to fund the Company’s ongoing operations through the consummation of the Merger with CLA. The note accrues interest at a rate equal to LIBOR plus 8.5% per annum and is repayable upon earliest of the consummation of the Merger and July 2021. The note was repaid in accordance with its terms in connection with the consummation of the Merger. Merger Agreement As contemplated by the Merger Agreement, on March 10, 2021, the Company changed its name to “Ouster Technologies, Inc.” and CLA domesticated as a corporation incorporated under the laws of the State of Delaware and changed its name to “Ouster, Inc.”. On March 11, 2021, the Merger was consummated, and the Company merged with and into Merger Sub, with the Company surviving the merger. As a result of and upon the closing of the transactions contemplated by the Merger Agreement, all outstanding shares of the Company’s capital stock (after giving effect to the exercise in full or termination of all outstanding warrants to purchase the Company’s capital stock in accordance with their terms immediately prior to the effective time of the Merger) as of immediately prior to the effective time of the Merger, and, together with shares of the Company’s common stock reserved in respect of all outstanding options to purchase shares of the Company’s common stock and all restricted shares of the Company’s common stock outstanding immediately prior to the Merger (collectively, the “Company Awards”), were cancelled in exchange for the right to receive, or the reservation of, shares of Ouster PubCo common stock (at a deemed value of $10.00 per share) or, as applicable, shares underlying awards based on Ouster PubCo common stock, representing a fully-diluted pre-transaction equity value of the Company of $1.5 billion per the Merger Agreement. Acceleration of vesting of options In February 2021, the terms of certain options granted to management were modified to accelerate the vesting of those awards upon consummation of the Merger. On March 11, 2021, an additional stock-based compensation expense of $2.0 million was recognized as a result of this modification. Events Subsequent to Original Issuance of Financial Statements (Unaudited) In connection with the reissuance of the financial statements, the Company has evaluated subsequent events.
Colonnade Acquisition Corp.
Subsequent Events	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Basis of Presentation and Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”) applicable to interim periods. The functional currency for the Company is the United States dollar. All intercompany balances and transactions have been eliminated in consolidation.

The unaudited condensed consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results of operations for the periods shown. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020 and the notes related thereto, included as Exhibit 99.1 to the Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 15, 2021. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. The results of operations for any interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future years or interim periods.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include, but are not limited to, the useful lives of long-lived assets, revenue recognition, sales return reserve, allowances for inventory valuation, the realizability of deferred tax assets, the measurement of stock-based compensation, and the valuation of the Company’s various financial instruments. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

Restricted Cash

Restricted Cash

Restricted cash consists of certificates of deposit held by a bank as security for outstanding letters of credit.

Income taxes

Income taxes

Net loss per common share

Net loss per common share

Concentrations of credit risk

Concentrations of credit risk

Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows:


	December 31, 2019			December 31, 2020
Customer A		10	%		*
Customer B		21	%		*
Customer C		*			13	%
Customer D		*			23	%

* Customer accounted for less than 10% of total accounts receivable in the period.

Revenue from customer E accounted for approximately 22% and 11% of total revenue during the years ended December 31, 2019 and 2020, respectively.

Recently Issued Accounting Pronouncements not yet adopted

Recently Issued Accounting Pronouncements not yet adopted

Recently Adopted Accounting Pronouncements

Impact of the COVID-19 Pandemic

Impact of the COVID-19 Pandemic

Foreign Currencies

Foreign Currencies

The functional currency of the Company and its subsidiaries is the U.S. dollar. Accordingly, non-U.S. dollar denominated monetary assets and liabilities are re-measured into U.S. dollars at the exchange rates in effect at the reporting date, non-monetary assets and liabilities are recorded at historical rates, and revenue and expenses are recorded at average exchange rates in effect during each reporting period. Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss.

Comprehensive Loss

Comprehensive Loss

Segment Information

Segment Information

Revenue Recognition

Revenue Recognition

1) Identify the contract with a customer

2) Identify the performance obligations in the contract

3) Determine the transaction price

4) Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). In 2020 and 2019 the Company did not have a material volume of contracts that required the allocation of transaction price to multiple performance obligations.

5) Recognize revenue when or as the Company satisfies a performance obligation

Nature of Products and Services and Revenue Recognition

The majority of the Company’s revenue comes from product sales of lidar sensor kits to customers. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost of shipping activities that occur after control has transferred to the customer as a fulfillment cost rather than a separate performance obligation. All related shipping costs are accrued and recognized within cost of revenue when the related revenue is recognized. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. Accounts receivable are due under normal trade terms, typically three months or less. Revenue from sale of lidar sensor kits, which are recognized at a point in time, was approximately $9.8 million and $16.9 million in 2019 and 2020, respectively.

Arrangements with Multiple Performance Obligations

Costs to obtain a contract

The Company expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are expensed as incurred in sales and marketing expense in the Company’s consolidated statements of operations and comprehensive loss. The expense for the year ended December 31, 2020 was $0.3 million. No commission plan was in place and no expense was recognized for 2019.

Right of return

The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit, however it has in practice permitted returns of its sensor kits in limited circumstances up to six months after purchase. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of December 31, 2019 and 2020. Actual returns in subsequent periods have been consistent with estimated amounts.

Remaining performance obligations

Significant financing component

Contract modifications

Judgments and estimates

Deferred revenue

The Company had no contract assets as of December 31, 2019 or 2020.

Disaggregation of Revenues

The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands):


	Year ended December 31,
	2019		2020
United States	$	7,035	$	8,328
Americas, excluding United States		361		436
Europe, Middle East and Africa		2,368		5,870
Asia and Pacific		1,649		4,270

Total	$	11,413	$	18,904

Restricted Cash

Restricted Cash

Accounts Receivable

Accounts Receivable

Changes in the Company’s allowance for doubtful accounts were as follows (in thousands):


	Year Ended December 31, 2019			Year Ended December 31, 2020
Beginning balance	$	—		$	117
Provisions		169			67
Uncollectible accounts written off, net of recoveries		(52	)		(56	)

Ending balance	$	117		$	128

Inventory

Inventory


	Year Ended December 31, 2019			Year Ended December 31, 2020
Beginning balance	$	1,676		$	6,440
Charged to cost of revenue		8,875			797
Direct write off		(4,111	)		(4,538	)

Ending balance	$	6,440		$	2,699

Property and Equipment

Property and Equipment

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Redeemable Convertible Preferred Stock

Redeemable Convertible Preferred Stock

Series A Redeemable Convertible Preferred Stock Warrant Liability

Series A Redeemable Convertible Preferred Stock Warrant Liability

Concentrations of supplier risk

Concentrations of supplier risk

Research and development

Research and development

Deferred transaction costs

Deferred transaction costs

Stock-based compensation

Stock-based compensation

•

Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant.

Employee loan notes for purchase of common stock

Employee loan notes for purchase of common stock

Recently Issued Accounting Pronouncements not yet adopted

Recently Issued Accounting Pronouncements not yet adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (“ECL”). Under the new model, an entity is required to estimate ECL on available-for-sale (AFS) debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. The new model also requires the impairment calculation on an individual security level and requires an entity to use the present value of cash flows when estimating the ECL. The credit-related losses are required to be recognized through earnings and non-credit related losses are reported in other comprehensive income. The ASU will be effective for fiscal years beginning after December 15, 2022. The new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings as of the beginning of the first period in which the guidance becomes effective. The Company does not believe the adoption of this new guidance will have a material impact on its consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The new standard is effective for the Company for annual periods beginning December 15, 2023. The Company is currently evaluating the impact of the adoption of this ASU on the Company’s consolidated financial statements.

Merger

The Merger was accounted for as a reverse recapitalization under generally accepted accounting principles (“GAAP”). Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on OTI stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, OTI’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and OTI’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Merger being treated as the equivalent of OTI issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement.

Revenue Recognition

Revenue Recognition

1) Identify the contract with a customer

2) Identify the performance obligations in the contract

3) Determine the transaction price

4) Allocate the transaction price to performance obligations in the contract

5) Recognize revenue when or as the Company satisfies a performance obligation

Nature of Products and Services and Revenue Recognition

Arrangements with Multiple Performance Obligations

Costs to obtain a contract

Right of return

Remaining performance obligations

Significant financing component

Contract modifications

Judgments and estimates

Basis of Presentation and Principles of Consolidation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Restricted Cash

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills.

Offering Costs Associated with the Public Offering

Offering Costs Associated with the Public Offering

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

Warrant Liability

Warrant Liability

Income taxes

Income Taxes

Net loss per common share

Net Income (Loss) Per Ordinary Share

Reconciliation of Net Loss Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Period from June 4, 2020 (inception) through December 31, 2020
Class A Ordinary shares
Numerator: Earnings allocable to Class A Ordinary shares
Interest income	$	54,051
Unrealized gain on investments held in Trust Account		2,931

Net income allocable to Class A Ordinary shares	$	56,982

Denominator: Weighted Average Class A Ordinary
Basic and diluted weighted average shares outstanding		13,913,043

Basic and diluted net income per share	$	0.00

Class B Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(51,512,690	)
Less: Net income allocable to Class A Ordinary Shares		(56,982	)
Less: Accretion of Class A Ordinary Shares to redemption value		(16,012,881	)

Net Loss attributable to Class B Ordinary Shares	$	(67,582,553	)

Denominator: Weighted Average Class B Ordinary Shares
Basic and diluted weighted average shares outstanding		5,000,000

Basic and diluted net loss per Class B Ordinary Share	$	(13.52	)

Concentrations of credit risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Recently Issued Accounting Pronouncements not yet adopted

Recently Issued Accounting Standards

Restatement of Previously Issued Audited and Unaudited Financial Statements (Tables)

12 Months Ended

Dec. 31, 2020

Summary of Consolidated Balance Sheets, Statements Of Operations And Cash Flows

The following presents a reconciliation of the consolidated balance sheets, statements of operations and cash flows for the Affected Periods.


	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet as of December 31, 2020
Public warrants derivative liability		—			35,800,000			35,800,000
Private warrants derivative liability		—			22,834,000			22,834,000
Total liabilities		9,348,246			58,634,000			67,982,246
Class A ordinary shares subject to possible redemption		186,724,794			(58,633,991	)		128,090,803
Class A ordinary shares		133			586			719
Additional Paid-In Capital		7,701,942			48,809,529			56,511,471
Accumulated Deficit		(2,702,566	)		(48,810,124	)		(51,512,690	)
Total stockholders’ equity		5,000,009			(9	)		5,000,000
Statement of Operations for the period from June 4, 2020 (Inception) through December 31, 2020
Loss from operations		(2,763,620	)		—			(2,763,620	)
Change in fair value of warrant liabilities		—			(48,439,000	)		(48,439,000	)
Allocated expense for warrant issuance cost		—			371,124			371,124
Total other income (expense)		61,054			(48,810,124	)		(48,749,070	)
Net loss		(2,702,566	)		(48,810,124	)		(51,512,690	)
Basic and diluted net loss per share, ordinary shares		(0.45	)		(13.07	)		(13.52	)
Statement of Cash Flows for the period from June 4, 2020 (Inception) through December 31, 2020
Net loss		(2,702,566	)		(48,810,124	)		(51,512,690	)
Issuance costs related to warrant liability		—			371,124			371,124
Change in fair value of warrant liabilities		—			48,439,000			48,439,000
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet as of September 30, 2020
Public warrants derivative liability		—			5,100,000			5,100,000
Private warrants derivative liability					3,024,141			3,024,141
Total liabilities		7,100,100			8,124,141			15,224,241
Class A ordinary shares subject to possible redemption		189,367,849			(8,124,135	)		181,243,714
Class A ordinary shares		106			82			188
Additional Paid-In Capital		5,058,839			(1,699,823	)		3,359,016
Retained Earnings (Accumulated Deficit)		(59,514	)		1,699,735			1,640,221
Total stockholders’ equity		5,000,006			(6	)		5,000,000
Statement of Operations for the period from June 4, 2020 (inception) through September 30, 2020
Loss from operations		(61,266	)		—			(61,266	)
Change in fair value of warrant liabilities		—			2,070,859			2,070,859
Allocated expense for warrant issuance cost		—			371,124			371,124
Total other income		1,752			1,699,735			1,701,487
Net income (loss)		(59,514	)		1,699,735			1,640,221
Basic and diluted net (loss) per share, ordinary shares		(0.01	)		—			(3.68	)
Statement of Operations for the three months ended September 30, 2020
Loss from operations		(56,266	)		—			(56,266	)
Change in fair value of warrant liabilities		—			2,070,859			2,070,859
Allocated expense for warrant issuance cost		—			371,124			371,124
Total other income		1,752			1,699,735			1,701,487
Net income (loss)		(54,514	)		1,699,735			1,645,221
Basic and diluted net loss per share, ordinary shares		(0.01	)		(2.86	)		(2.87	)
Statement of Cash Flows for the period from June 4, 2020 (inception) through September 30, 2020
Net income (loss)		(59,514	)		1,699,735			1,640,221
Issuance costs related to warrant liability		—			371,124			371,124
Change in fair value of warrant liabilities		—			(2,070,859	)		(2,070,859	)

	As of August 25, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet
Public warrants derivative liability		—			6,400,000			6,400,000
Private warrants derivative liability		—			3,795,000			3,795,000
Total liabilities		8,191,331			10,195,000			18,386,331
Class A Ordinary Shares		106			102			208
Additional Paid-In Capital		5,004,328			371,013			5,375,341
Accumulated Deficit		(5,000	)		(371,124	)		(376,124	)
Total stockholders’ equity		5,000,009			(9	)		5,000,000

Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Summary Of Basic and Diluted Income (Loss) Per Ordinary Share

The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data):


	Three Months Ended March 31,
	2021			2020
Numerator:
Net loss	$	(20,957	)	$	(18,693	)

Denominator:
Weighted average shares used to compute basic and diluted net loss per share		55,688,281			7,767,169

Net loss per common share—basic and diluted	$	(0.38	)	$	(2.41	)

Schedule of Revenue by Geographic Location

The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands):


	Year ended December 31,
	2019		2020
United States	$	7,035	$	8,328
Americas, excluding United States		361		436
Europe, Middle East and Africa		2,368		5,870
Asia and Pacific		1,649		4,270

Total	$	11,413	$	18,904

Schedule of Allowance for Doubtful Accounts

Changes in the Company’s allowance for doubtful accounts were as follows (in thousands):


	Year Ended December 31, 2019			Year Ended December 31, 2020
Beginning balance	$	—		$	117
Provisions		169			67
Uncollectible accounts written off, net of recoveries		(52	)		(56	)

Ending balance	$	117		$	128

Summary of Changes in Allowance for Excess and Obsolete Inventory

Changes in the Company’s allowance for excess and obsolete inventory were as follows (in thousands):


	Year Ended December 31, 2019			Year Ended December 31, 2020
Beginning balance	$	1,676		$	6,440
Charged to cost of revenue		8,875			797
Direct write off		(4,111	)		(4,538	)

Ending balance	$	6,440		$	2,699

Schedules of Concentration of Risk by Major Customers

Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows:


	March 31, 2021			December 31, 2020
Customer A		14	%		13	%
Customer B			*		23	%

*	Customer accounted for less than 10% of total accounts receivable in the period.

Revenue from the Company’s major customers representing 10% or more of total revenue was as follows:


	March 31, 2021			March 31, 2020
Customer B			*		12	%
Customer C		28	%			*
Customer D			*		18	%

*	Customer accounted for less than 10% of total revenue in the period.

Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows:


	December 31, 2019			December 31, 2020
Customer A		10	%		*
Customer B		21	%		*
Customer C		*			13	%
Customer D		*			23	%

* Customer accounted for less than 10% of total accounts receivable in the period.

Schedule of Disaggregation of Revenue

The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands):


	Three Months Ended March 31,
	2021		2020
United States	$	1,858	$	1,274
Americas, excluding United States		366		71
Europe, Middle East and Africa		3,133		581
Asia and Pacific		1,254		374

Total	$	6,611	$	2,300

Summary Of Basic and Diluted Income (Loss) Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Period from June 4, 2020 (inception) through December 31, 2020
Class A Ordinary shares
Numerator: Earnings allocable to Class A Ordinary shares
Interest income	$	54,051
Unrealized gain on investments held in Trust Account		2,931

Net income allocable to Class A Ordinary shares	$	56,982

Denominator: Weighted Average Class A Ordinary
Basic and diluted weighted average shares outstanding		13,913,043

Basic and diluted net income per share	$	0.00

Class B Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(51,512,690	)
Less: Net income allocable to Class A Ordinary Shares		(56,982	)
Less: Accretion of Class A Ordinary Shares to redemption value		(16,012,881	)

Net Loss attributable to Class B Ordinary Shares	$	(67,582,553	)

Denominator: Weighted Average Class B Ordinary Shares
Basic and diluted weighted average shares outstanding		5,000,000

Basic and diluted net loss per Class B Ordinary Share	$	(13.52	)

Fair Value of Financial Instruments (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table provides information by level for the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands):


	March 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	6,493	$	—	$	—	$	6,493

Total financial assets	$	6,493	$	—	$	—	$	6,493

Liabilities
Warrant liabilities	$	—	$	—	$	14,725	$	14,725

Total financial liabilities	$	—	$	—	$	14,725	$	14,725


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	10,493	$	—	$	—	$	10,493

Total financial assets	$	10,493	$	—	$	—	$	10,493

Liabilities
Warrant liabilities	$	—	$	—	$	49,293	$	49,293

Total financial liabilities	$	—	$	—	$	49,293	$	49,293

Schedule of Changes in Fair Value of Level 3 Financial Instruments

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):


	Redeemable Convertible Preferred Stock Warrant Liability			Private Placement Warrant Liability			Derivative Liability
Fair value as of January 1, 2020	$	(162	)	$	—		$	—
Change in the fair value included in other income (expense), net		—			—			(5,308	)

Fair value as of March 31, 2020		(162	)		—			(5,308	)


	Redeemable Convertible Preferred Stock Warrant Liability			Private Placement Warrant Liability			Derivative Liability
Fair value as of January 1, 2021		(49,293	)		—			—
Private placement warrant liability acquired as part of the merger		—			(19,377	)		—
Change in the fair value included in other income (expense), net		(8,804	)		4,652			—
Issuance of preferred stock upon exercise of warrants		58,097			—			—

Fair value as of March 31, 2021	$	—		$	(14,725	)	$	—

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):


	Redeemable Convertible Preferred Stock Warrant Liability			Redeemable Convertible Preferred Stock Tranche Liability			Derivative liability
Fair value as of January 1, 2019	$	(115	)	$	—		$	—
Recognition of preferred stock warrant liability upon subsequent issuance of warrants		(53	)		—			—
Change in the fair value included in other income (expense), net		6			—			—

Fair value as of December 31, 2019		(162	)		—			—
Recognition of preferred stock warrant and tranche liability upon issuance		(691	)		(1,610	)		—
Change in the fair value included in other income (expense), net		(48,440	)		—			(5,308	)
Extinguishment of derivative liability upon conversion of convertible notes								5,308
Settlement of redeemable convertible preferred stock tranche liability due to the issuance of Series B redeemable convertible preferred stock, included in other income (expense), net		—			1,610			—

Fair value as of December 31, 2020	$	(49,293	)	$	—		$	—

Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of Fair Value Measurement Inputs

The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model:


	Initial Issuance Date			Subsequent Issuance Date			December 31, 2020			February 11, 2021			March 11, 2021
Stock price	$	5.80		$	5.80		$	7.11		$	10.27		$	8.44
Expected term (years)		10.00			9.31			2.00			2.00			2.00
Expected volatility		57.81	%		57.35	%		76.00	%		76.00	%		76.00	%
Risk-free interest rate		3.06	%		1.75	%		0.13	%		0.13	%		0.13	%
Dividend yield		0	%		0	%		0	%		0	%		0	%

The Private Placement warrants were valued using the following assumptions under the Black-Scholes option-pricing model:


	March 11, 2021			March 31, 2021
Stock price	$	12.00		$	8.50
Exercise price of warrant		11.5			11.5
Expected term (years)		5.00			4.95
Expected volatility		27.00	%		43.00	%
Risk-free interest rate		0.78	%		0.92	%

Schedule of Changes in Fair Value of Level 3 Financial Instruments

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):


	Redeemable Convertible Preferred Stock Warrant Liability			Private Placement Warrant Liability			Derivative Liability
Fair value as of January 1, 2020	$	(162	)	$	—		$	—
Change in the fair value included in other income (expense), net		—			—			(5,308	)

Fair value as of March 31, 2020		(162	)		—			(5,308	)


	Redeemable Convertible Preferred Stock Warrant Liability			Private Placement Warrant Liability			Derivative Liability
Fair value as of January 1, 2021		(49,293	)		—			—
Private placement warrant liability acquired as part of the merger		—			(19,377	)		—
Change in the fair value included in other income (expense), net		(8,804	)		4,652			—
Issuance of preferred stock upon exercise of warrants		58,097			—			—

Fair value as of March 31, 2021	$	—		$	(14,725	)	$	—

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):


	Redeemable Convertible Preferred Stock Warrant Liability			Redeemable Convertible Preferred Stock Tranche Liability			Derivative liability
Fair value as of January 1, 2019	$	(115	)	$	—		$	—
Recognition of preferred stock warrant liability upon subsequent issuance of warrants		(53	)		—			—
Change in the fair value included in other income (expense), net		6			—			—

Fair value as of December 31, 2019		(162	)		—			—
Recognition of preferred stock warrant and tranche liability upon issuance		(691	)		(1,610	)		—
Change in the fair value included in other income (expense), net		(48,440	)		—			(5,308	)
Extinguishment of derivative liability upon conversion of convertible notes								5,308
Settlement of redeemable convertible preferred stock tranche liability due to the issuance of Series B redeemable convertible preferred stock, included in other income (expense), net		—			1,610			—

Fair value as of December 31, 2020	$	(49,293	)	$	—		$	—

Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table provides information by level for the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands):


	December 31, 2019
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	15,411	$	—	$	—	$	15,411

Total financial assets	$	15,411	$	—	$	—	$	15,411

Liabilities
Redeemable convertible preferred stock warrant liability	$	—	$	—	$	162	$	162
Derivative liability	$	—	$	—	$	—	$	—

Total financial liabilities	$	—	$	—	$	162	$	162


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	10,493	$	—	$	—	$	10,493

Total financial assets	$	10,493	$	—	$	—	$	10,493

Liabilities
Redeemable convertible preferred stock warrant liability	$	—	$	—	$	49,293	$	49,293

Total financial liabilities	$	—	$	—	$	49,293	$	49,293

Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis


Description	Level		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	200,061,054
Liabilities:
Public warrants derivative liability		1		35,800,000
Private warrants derivative liability		2		22,834,000

Level 1 instruments include investments in U.S. Treasury Bills, and the Public Warrants when representative market prices were available based on the public trading of the Public Warrants.

Schedule of Fair Value Measurement Inputs

The following table provides quantitative information regarding fair value assumptions for the Warrants upon initial recognition:


	Public Warrants			Private Placement Warrants
Share price	$	9.68		$	9.68
Exercise price	$	11.50		$	11.50
Expected term (years)		5.52			5.52
Volatility		13.17	%		13.17	%
Risk-free rate		0.30	%		0.30	%

Schedule of Changes in Fair Value of Level 3 Financial Instruments

The change in the fair value of Level 3 warrant liabilities is summarized as follows:


	Warrant liabilities (Level 3)
Beginning balance	$	—
Issuance of Public Warrants and Private Placement Warrants		10,195,000
Change in valuation inputs or other assumptions		(2,070,859	)
Transfer from Level 3 measurement		(8,124,141	)

Fair value as of December 31, 2020	$	—

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Balance Sheet Components (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of Cash and Cash Equivalents

The Company’s cash and cash equivalents consist of the following (in thousands):


	March 31, 2021		December 31, 2020
Cash	$	250,672	$	869
Cash equivalents:
Money market funds		6,493		10,493

Total cash and cash equivalents	$	257,165	$	11,362

The Company’s cash and cash equivalents consist of the following (in thousands):


	December 31,
	2019		2020
Cash	$	1,361	$	869
Cash equivalents:
Money market funds		15,411		10,493
Deposits		76		—

Total cash and cash equivalents	$	16,848	$	11,362

Schedule of Inventory

Inventory, consisting of material, direct and indirect labor, and manufacturing overhead, consists of the following (in thousands):


	March 31, 2021		December 31, 2020
Raw materials	$	1,965	$	1,376
Work in process		1,283		1,249
Finished goods		2,045		2,192

Total inventory	$	5,293	$	4,817

Inventory, consisting of material, direct and indirect labor, and manufacturing overhead, consists of the following (in thousands):


	December 31,
	2019		2020
Raw materials	$	637	$	1,376
Work in process		1,372		1,249
Finished goods		459		2,192

Total inventory	$	2,468	$	4,817

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	March 31, 2021		December 31, 2020
Prepaid insurance	$	1,920	$	206
Prepaid expenses		893		694
Receivable from contract manufacturer		1,241		1,521
Security deposit		43		20

Total prepaid and other current assets	$	4,097	$	2,441

Prepaid expenses and other current assets consist of the following (in thousands):


	December 31,
	2019		2020
Prepaid expenses	$	967	$	900
Security deposit		—		20
Receivable from contract manufacturer		—		1,521

Total prepaid and other current assets	$	967	$	2,441

Schedule of Property, Plant and Equipment

Property and equipment consists of the following (in thousands):


	Estimated Useful Life (in years)	March 31, 2021			December 31, 2020
Machinery and equipment	3	$	5,519		$	5,084
Computer equipment	3		483			456
Automotive and vehicle hardware	5		93			93
Software	3	$	104		$	104
Furniture and fixtures	7		721			721
Leasehold improvements	Shorter of useful life or lease term		9,265			9,265

			16,185			15,723
Less: Accumulated depreciation			(7,084	)		(5,992	)

Property and equipment, net		$	9,101		$	9,731

Property and equipment consists of the following (in thousands):


			December 31,
	Estimated Useful Life (in years)		2019			2020
Machinery and equipment		3	$	2,683		$	5,084
Computer equipment		3		410			456
Automotive and vehicle hardware		5		93			93
Software		3		104			104
Furniture and fixtures		7		721			721
Leasehold improvements		Shorter of useful life or lease term		8,863			9,265

				12,874			15,723
Less: Accumulated depreciation				(2,341	)		(5,992	)

Property and equipment, net			$	10,533		$	9,731

Schedule of Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):


	March 31, 2021		December 31, 2020
Customer deposits		48		71
Accrued compensation		1,802		1,618
Uninvoiced receipts		2,007		1,947
Other		788		485

Total accrued and other current liabilities	$	4,645	$	4,121

Summary of Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):


	December 31,
	2019		2020
Customer deposits		1,555		71
Accrued compensation		1,152		1,618
Uninvoiced receipts		2,254		1,947
Other		762		485

Total accrued and other current liabilities	$	5,723	$	4,121

Convertible Notes Payable (Tables)

12 Months Ended

Dec. 31, 2020

2018 Convertible Notes [Member]

Schedule of Convertible Notes Payable


	Year Ended December 31,
	2019			2020
2018 Convertible notes, principal	$	40,250		$	—
Accrued interest		2,319			—
Less: unamortized debt issuance cost		(118	)		—

2018 Convertible notes, net	$	42,451		$	—

2019 Convertible Notes [Member]

Schedule of Convertible Notes Payable

The 2019 Convertible Notes consisted of the following (in thousands):


	December 31, 2019			December 31, 2020
2019 Convertible notes, principal	$	29,332		$	—
Accrued interest		388			—
Less: unamortized debt discount		(55	)		—

2019 Convertible notes, net	$	29,665		$	—

Warrants (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of Fair Value Measurement Inputs

The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model:


	Initial Issuance Date			Subsequent Issuance Date			December 31, 2020			February 11, 2021			March 11, 2021
Stock price	$	5.80		$	5.80		$	7.11		$	10.27		$	8.44
Expected term (years)		10.00			9.31			2.00			2.00			2.00
Expected volatility		57.81	%		57.35	%		76.00	%		76.00	%		76.00	%
Risk-free interest rate		3.06	%		1.75	%		0.13	%		0.13	%		0.13	%
Dividend yield		0	%		0	%		0	%		0	%		0	%

The Private Placement warrants were valued using the following assumptions under the Black-Scholes option-pricing model:


	March 11, 2021			March 31, 2021
Stock price	$	12.00		$	8.50
Exercise price of warrant		11.5			11.5
Expected term (years)		5.00			4.95
Expected volatility		27.00	%		43.00	%
Risk-free interest rate		0.78	%		0.92	%

Long-term Debt (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Schedule of Aggregate Future Payments Under the Runway Loan and Security Agreement (Including Interest Payments)

As of December 31, 2019 and 2020, the aggregate future payments under the Runway Loan and Security Agreement (including interest payments) are as follows (in thousands):


	December 31, 2019			December 31, 2020
2021	$	10,000		$	7,000
Thereafter		—			—

Total		10,000			7,000
Less: unamortized debt discount and issuance costs		(418	)		(195	)
Accrued interest		147			325

Total debt		9,729			7,130
Classified as current		—			(7,130	)

Long-term debt	$	9,729		$	—

Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Text Block [Abstract]

Schedule Of Redeemable Convertible Preferred Stock Warrants

The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model:


	Initial Issuance Date			Subsequent Issuance Date			December 31, 2019			December 31, 2020
Stock price	$	5.80		$	5.80		$	5.96		$	7.11
Expected term (years)		10.00			9.31			8.91			2.00
Expected volatility		57.81	%		57.35	%		57.35	%		76.00	%
Risk-free interest rate		3.06	%		1.75	%		1.92	%		0.13	%
Dividend yield		0	%		0	%		0	%		0	%

Redeemable Convertible Preferred and Common Stock (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Schedule of Redeemable Convertible Preferred Stock

Prior to the Merger, redeemable convertible preferred stock as of December 31, 2020, consisted of the following (in thousands, except share and per share data):


	December 31, 2020
Series	Issue Price per share		Shares Authorized		Shares Issued and Outstanding		Liquidation Amount		Carrying Amount
Series B	$	0.33		131,411,372		88,434,754	$	41,791	$	39,225

Redeemable convertible preferred stock as of December 31, 2019, consisted of the following (in thousands, except share and per share data):


	December 31, 2019
Series	Issue Price per share		Shares Authorized		Shares Issued and Outstanding		Liquidation Amount		Carrying Amount
Series seed	$	1.45		2,068,201		2,068,201	$	3,000	$	2,911
Series A	$	16.09		2,353,432		2,316,147		37,272		37,105

				4,421,633		4,384,348	$	40,272	$	40,016

Redeemable convertible preferred stock as of December 31, 2020, consisted of the following (in thousands, except share and per share data):


	December 31, 2020
Series	Issue Price per share		Shares Authorized		Shares Issued and Outstanding		Liquidation Amount		Carrying Amount
Series B	$	0.47		131,411,372		88,434,754	$	41,791	$	39,225

Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Schedule of Weighted Average Remaining Lease Term and Discount Rate for Leases

The following table presents the weighted average remaining lease term and discount rate for leases:


	December 31, 2019			December 31, 2020
Weighted-average remaining lease term		3.37			5.58
Weighted-average discount rate		5.25	%		5.25	%

Schedule of Maturities of Operating Lease Liabilities

The maturities of the operating lease liabilities as of December 31, 2020 were as follows (in thousands):


Year ending December 31,
2021	$	3,528
2022		3,631
2023		2,231
2024		2,085
2025 and thereafter		5,863

Total undiscounted lease payments		17,338
Less: imputed interest		(2,658	)

Total operating lease liabilities	$	14,680

Stock-based compensation (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation

The Company recognized stock-based compensation for all stock options in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended March 31,
	2021		2020
Cost of revenue	$	118	$	42
Research and development		921		136
Sales and marketing		265		50
General and administrative		3,952		(53	)

Total stock-based compensation	$	5,256	$	175

The Company recognized stock-based compensation for all stock options in the statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2019		2020
Cost of revenue	$	58	$	657
Research and development		621		6,059
Sales and marketing		140		640
General and administrative		474		4,701

Total stock-based compensation	$	1,293	$	12,057

Schedule of Stock Option Activity

Stock option activity under the 2015 Plan for the three months ended March 31, 2021 is as follows:


	Number of Shares Available for Grant		Number of Shares Underlying Outstanding Options			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding—December 31, 2020		1,587,195		25,732,503		$	0.39		9.6	$	245,746
Shares repurchased		220,561		—			0.14			$	—
Options exercised		—		(727,114	)		0.13		9.0	$	6,083
Options cancelled		378,639		(378,641	)		0.15			$	—

Outstanding—March 31, 2021		2,186,395		24,626,748		$	0.41		9.4	$	199,328

Vested and expected to vest—March 31, 2021				24,626,748		$	0.41		9.4	$	199,328

Exercisable—March 31, 2021				5,969,870		$	0.26		9.2	$	49,206

Stock option activity for the years ended December 31, 2019 and 2020 is as follows:


	Number of Shares Available for Grant			Number of Shares Underlying Outstanding Options			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding—January 1, 2019		184,808			977,513		$	5.24		9.5	$	2,943
Additional shares authorized		480,283			—
Options granted		(913,090	)		913,090			8.25		7.5		206
RSA’s granted		(703	)		—
Options exercised		—			(8,545	)		5.96		0.5		21
Options cancelled		282,413			(282,413	)		7.31				330

Outstanding—December 31, 2019		33,712			1,599,645		$	6.58		8.8	$	3,020
Additional shares authorized		39,526,375			—
Options granted		(37,663,242	)		37,663,242			0.45		9.4		363,941
RSA’s granted		(1,617,264	)		—
Options exercised		—			(12,221,364	)		0.20		9.5		121,106
Options cancelled		1,309,020			(1,309,020	)		1.58				—

Outstanding—December 31, 2020		1,588,600			25,732,503		$	0.56		9.6	$	245,746

Vested and expected to vest—December 31, 2020					25,732,503		$	0.56		9.6	$	245,746

Exercisable—December 31, 2020					5,135,847		$	0.28		9.4	$	50,493

Summarizes Information about stock options outstanding and exercisable

The following table summarizes information about stock options outstanding and exercisable at December 31, 2020.


		Options Outstanding						Options Exercisable
Exercise Price		Options Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Options Exercisable		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$	0.18		7,240,650		9.40	$	0.18		3,462,757		9.40	$	0.18
$	0.21		10,923,153		9.74	$	0.21		1,315,002		9.74	$	0.21
$	0.37		35,159		0.45	$	0.37		35,159		0.45	$	0.37
$	1.42		7,524,116		9.75	$	1.42		313,505		9.75	$	1.42
$	5.57		7,976		0.45	$	5.57		7,976		0.45	$	5.57
$	8.42		1,449		0.45	$	8.42		1,449		0.45	$	8.42

			25,732,503						5,135,847

Fair Value of Black-Scholes Option Pricing Model

The fair value of each option is estimated at the date of grant using the Black-Scholes option pricing model, based on the following assumptions:


	Year Ended December 31,
	2019	2020
Expected term (in years)	6.0	5.0 - 6.1
Risk-free interest rate	1.5 to 2.4%	0.3 to 1.5%
Expected volatility	55.3%—58.0%	57.4%—63.3%
Expected dividend rate	0%	0%

Summary of RSAs activity

A summary of RSAs activity under the Plan is as follows:


	Number of Shares			Weighted Average Grant Date Fair Value (per share)
Unvested – January 1, 2020		34,865		$	0.82
Granted during the year		1,617,264			0.65
Canceled during the year		(105,921	)		0.50
Vested during the year		(1,505,454	)		0.74

Unvested – December 31, 2020		40,754		$	0.95

Schedule of Stock Options Outstanding and Exercisable

The following table summarizes information about stock options outstanding and exercisable at March 31, 2021 under the 2015 Plan.


		Options Outstanding						Options Exercisable
Exercise Price		Options Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Options Exercisable		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$	0.13		6,583,852		9.16	$	0.13		3,235,053		9.16	$	0.13
$	0.15		10,474,328		9.46	$	0.15		1,906,603		9.28	$	0.15
$	0.26		35,159		0.2	$	0.26		35,159		0.2	$	0.26
$	1.00		7,524,115		9.5	$	1.00		783,761		9.5	$	1.00
$	3.92		7,976		0.2	$	3.92		7,976		0.2	$	3.92
$	5.80		1,318		0.2	$	5.80		1,318		0.2	$	5.80

			24,626,748						5,969,870

Schedule of Nonvested Restricted Stock Awards Activity

A summary of RSAs activity under the 2015 Plan is as follows:


	Number of Shares			Weighted Average Grant Date Fair Value (per share)
Unvested – December 31, 2020		57,956		$	0.67
Granted during the period		—			—
Canceled during the period		—			—
Vested during the period		(8,279	)		0.67

Unvested — March 31, 2021		49,677		$	0.67

Net Loss Per Common Share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Earnings Per Share [Abstract]

Summary Of Basic and Diluted Income (Loss) Per Ordinary Share

The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data):


	Three Months Ended March 31,
	2021			2020
Numerator:
Net loss	$	(20,957	)	$	(18,693	)

Denominator:
Weighted average shares used to compute basic and diluted net loss per share		55,688,281			7,767,169

Net loss per common share—basic and diluted	$	(0.38	)	$	(2.41	)

Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share


	Three Months Ended March 31,
	2021		2020
Redeemable convertible preferred stock		—		4,384,348
Options to purchase common stock		24,626,748		1,467,347
Unvested RSA		34,932		26,908
Restricted stock units		959,874		—
Unvested early exercised common stock options		3,935,428		89,431
Vested and early exercised options subject to nonrecourse notes		1,761,436		—
Preferred stock warrants		—		37,285
Public and private common stock warrants		15,999,996		—

Total		47,318,414		6,005,319

Schedule of Outstanding Shares of Potentially Dilutive Securities


	Year Ended December 31,
	2019		2020
Redeemable convertible preferred stock		4,384,348		88,434,754
Options to purchase common stock		1,599,645		25,732,503
Unvested RSA		34,865		146,675
Unvested early exercised common stock options		120,984		6,212,254
Vested and early exercised options subject to nonrecourse notes		—		2,151,100
Preferred stock warrants		37,285		4,443,862

Total		6,177,127		127,121,148

Income taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) Before Income Taxes

Income (loss) before income taxes for the years ended December 31, 2020 and 2019 are as follows (in thousands)


	Year Ended December 31,
	2019			2020
Domestic	$	(51,600	)	$	(106,508	)
Foreign		(61	)		103

Total	$	(51,661	)	$	(106,405	)

Schedule of Components of Income Tax Expense

The components of income tax expense are as follows (in thousands):


	Year Ended December 31,
	2019		2020
Current:
Federal	$	—	$	—
State		1		1
Foreign		—		23

Total current expense		1		24

Deferred:
Federal		—		—
State		—		351
Valuation allowance		—		—

Total deferred expense		—		351

Total income tax expense	$	1	$	375

Schedule of Reconciliation Between the Statutory Rate U.S. Federal Rate and Company's Effective Tax Rate

A reconciliation between the statutory rate U.S. federal rate and the Company’s effective tax rate is as follows:


	Year Ended December 31,
	2019			2020
Federal statutory rate	$	(10,849	)	$	(22,344	)
State income taxes, net of federal benefit		(3,810	)		1,330
Stock compensation		185			2,786
Foreign rate differential		13			—
Tax credits		(787	)		(539	)
Fair value changes - warrants		—			11,192
Convertible debt cancellation of indebtedness income		—			15,079
Valuation allowance		14,559			(6,812	)
Other		690			(317	)

Total tax provision	$	1		$	375

Schedule of Components of Company's Deferred Tax Assets and Liabilities for Federal and State Income Taxes

Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes are as follows (in thousands):


	Year Ended December 31,
	2019			2020
Deferred tax assets:
Net operating loss carryforwards	$	19,491		$	15,285
Credits		1,761			1,580
Stock based compensation		—			383
Accruals and reserves		4,363			1,335
Operating lease liability		2,586			4,059

Gross deferred tax assets		28,201			22,642
Valuation allowance		(26,174	)		(19,362	)

Net deferred tax assets		2,027			3,280

Deferred tax liabilities:
Property and equipment		(323	)		(230	)
Operating lease, right of use assets		(1,704	)		(3,050	)

Gross deferred tax liabilities		(2,027	)		(3,280	)

Net deferred tax assets	$	—		$	—

Summary of Reconciliation of Uncertain Tax Positions

positions. The following table sets forth the change in the uncertain tax positions for the years ended December 31, 2019 and 2020:


	Year Ended December 31,
	2019		2020
Balance at the beginning of the year	$	180	$	651
Decreases:
For current year’s tax positions		—		—
For prior years’ tax positions		—		—
Increases:
For current year’s tax positions		471		320
For prior years’ tax positions		—		—

Balance at the end of the year	$	651	$	971

Description of Business and Basis of Presentation (Details)	Mar. 11, 2021 USD ($) $ / shares shares	Dec. 21, 2020 $ / shares shares	Mar. 31, 2021 USD ($) $ / shares shares	Mar. 10, 2021 $ / shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit \| $			$ 230,332,000		$ 209,375,000	$ 102,595,000
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)			161,449,205		33,327,294	7,902,406
Common stock, shares issued (in shares)			161,449,205		33,327,294	7,902,406
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001		$ 0.0001
Warrants outstanding (in shares)			15,999,996
Preferred stock, par value (in dollars per share) \| $ / shares			$ 0.0001		$ 0.0001
Common stock, deemed value (in dollars per share) \| $ / shares	$ 10.00
Gross proceeds from merger and private offering \| $	$ 299,900,000
Pre-merger cost \| $	8,500,000
Offering cost \| $	26,600,000
Private Placement [Member]
Schedule of Reverse Recapitalization [Line Items]
Common stock, deemed value (in dollars per share) \| $ / shares		$ 10.00
Sale of stock, number of shares issued in transaction (in shares)		10,000,000
Sale of stock, aggregate commitment amount \| $	$ 100,000,000
Common Stock
Schedule of Reverse Recapitalization [Line Items]
Stock converted (in shares)	150,000,000
CLA \| CLA Warrants
Schedule of Reverse Recapitalization [Line Items]
Warrants outstanding (in shares)		10,000,000
CLA \| Private Placement Warrants [Member]
Schedule of Reverse Recapitalization [Line Items]
Warrants outstanding (in shares)		6,000,000
CLA \| Conversion of Class B Common Stock to Class A Common Stock
Schedule of Reverse Recapitalization [Line Items]
Ordinary shares, conversion ratio		1
CLA \| Conversion of Class A Common Stock to Common Stock
Schedule of Reverse Recapitalization [Line Items]
Ordinary shares, conversion ratio		1
CLA \| Conversion of Warrant to Ouster Common Stock
Schedule of Reverse Recapitalization [Line Items]
Warrant, conversion ratio		1
CLA \| Conversion of Canceled CLA Units to Ouster Common Stock
Schedule of Reverse Recapitalization [Line Items]
Unit, conversion ratio		1
CLA \| Conversion of Canceled CLA Units to Public Warrant
Schedule of Reverse Recapitalization [Line Items]
Unit, conversion ratio		0.5
CLA \| Class B Ordinary Shares [Member]
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		5,000,000
Common stock, shares issued (in shares)		5,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
CLA \| Class A Ordinary Shares [Member]
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		25,000,000
Common stock, shares issued (in shares)		25,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
OTI
Schedule of Reverse Recapitalization [Line Items]
Common stock, par value (in dollars per share) \| $ / shares				$ 0.00001
OTI \| Series B Preferred Stock Converted to Common Stock
Schedule of Reverse Recapitalization [Line Items]
Preferred stock, conversion ratio				1
OTI \| Series B Redeemable Convertible Preferred Stock
Schedule of Reverse Recapitalization [Line Items]
Preferred stock, par value (in dollars per share) \| $ / shares				$ 0.00001

Description of Organization And Business Operations - Additional Information (Detail) - USD ($)			7 Months Ended
	Dec. 31, 2020	Aug. 25, 2020	Dec. 31, 2020	Mar. 11, 2021	Dec. 21, 2020	Sep. 30, 2020
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock issue price per share				$ 10.00
Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock issue price per share					$ 10.00
Colonnade Acquisition Corp.
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock issue price per share		$ 10.00
Proceeds from initial public offer			$ 20,000,000
Proceeds from warrants issued			6,000,000
Payment of offering costs			572,531
Payment to acquire short term restricted investments		$ 200,000,000	$ 200,000,000
Restricted investments maturity		185 days
Per share value of assets available for distribution on liquidation	$ 10.00		$ 10.00
Percentage of shares issued that can be transferred with no restriction						20.00%
Percentage of public shares redemption	100.00%		100.00%
Business acquisition, percentage of voting interests acquired	100.00%		100.00%
Dissolution expenses	$ 100,000
Capital Deficit	1,336,251		$ 1,336,251
Colonnade Acquisition Corp. \| Interest Income [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Cash Deposited in Trust Account	61,000		61,000
Colonnade Acquisition Corp. \| Marketable Securities Held In Trust [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Marketable securities held in Trust Account	200,061,054		200,061,054
Colonnade Acquisition Corp. \| Deposit Account [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Operanting Bank Accounts	$ 697,957		$ 697,957
Colonnade Acquisition Corp. \| Percentage Of Ownership In Investment Company Post Business Combination [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Equity method investment, ownership percentage	50.00%		50.00%
Colonnade Acquisition Corp. \| Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Initial business combination as a percentage of assets held in trust account excluding taxes payable and deferred underwriting commission	80.00%		80.00%
Minimum net tangible assets needed post business combination for consumating business combination	$ 5,000,001		$ 5,000,001
Colonnade Acquisition Corp. \| IPO And Over Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Per share value of assets available for distribution on liquidation	$ 10.00		$ 10.00
IPO [Member] \| Colonnade Acquisition Corp.
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of public units		20,000,000
Sale of stock issue price per share		$ 10.00
Proceeds from initial public offer		$ 200,000,000
Transaction costs	$ 11,597,631		$ 11,597,631
Underwriting fees	4,000,000
Deferred underwriting fee	7,000,000		$ 7,000,000
Payment of offering costs	$ 597,631
Class A Common Stock and Public Warrants [Member] \| Colonnade Acquisition Corp.
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Per share value of assets available for distribution on liquidation	$ 10.00		$ 10.00
Class A Common Stock and Public Warrants [Member] \| Colonnade Acquisition Corp. \| Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Warrants issued during the period		6,000,000
Warrants issued price per warrant		$ 1.00
Proceeds from warrants issued		$ 6,000,000

Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Mar. 31, 2021	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (209,375)	$ (230,332)	$ (102,595)
Proceeds from Merger and related transactions	$ 260,000
Reservation of common stock, deemed value per share	$ 10.00
Fully-diluted pre-transaction equity value	$ 1,500,000

Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Product revenue	$ 6,611	$ 2,300	$ 18,904	$ 11,413
United States [Member]
Disaggregation of Revenue [Line Items]
Product revenue	1,858	1,274	8,328	7,035
Americas, excluding United States
Disaggregation of Revenue [Line Items]
Product revenue	366	71	436	361
Europe, Middle East and Africa
Disaggregation of Revenue [Line Items]
Product revenue	3,133	581	5,870	2,368
Asia and Pacific [Member]
Disaggregation of Revenue [Line Items]
Product revenue	$ 1,254	$ 374	$ 4,270	$ 1,649

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Customer Concentration Risk [Member]	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Customer A [Member] \| Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10%)	14.00%		13.00%	10.00%
Customer B [Member] \| Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10%)	10.00%		23.00%	21.00%
Customer B [Member] \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10%)	10.00%	12.00%
Customer C [Member] \| Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10%)			13.00%
Customer C [Member] \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10%)	28.00%	10.00%
Customer D [Member] \| Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10%)			23.00%
Customer D [Member] \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10%)	10.00%	18.00%

Restatement of Previously Issued Audited and Financial Statements (Detail)	Dec. 31, 2020
Restatement of Previously Issued Financial Statements [Abstract]
Percent of tender offer to outstanding shares	50.00%

Restatement Of Previously Issued Audited And Financial Statements - Summary of Consolidated Balance Sheets, Statements Of Operations And Cash Flows (Detail) - USD ($)	3 Months Ended			4 Months Ended	7 Months Ended	12 Months Ended
	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Aug. 25, 2020	Jun. 03, 2020	Dec. 31, 2018
Balance Sheet (audited)
Total liabilities	$ 38,261,000				$ 83,096,000	$ 83,096,000	$ 100,162,000
Class A Ordinary Shares	16,000				0	0
Additional paid-in capital	482,071,000				133,468,000	133,468,000	2,320,000
Accumulated deficit	(230,332,000)				(209,375,000)	(209,375,000)	(102,595,000)
Total stockholders' equity	251,755,000		$ (118,779,000)		(75,907,000)	(75,907,000)	(100,319,000)			$ (50,236,000)
Statement of Operations (audited)
Loss from operations	(16,302,000)		(12,282,000)			(51,762,000)	(48,363,000)
Change in fair value of warrant liabilities	4,152,000		0			48,440,000	6,000
Total other income	(4,655,000)		(6,411,000)			(54,643,000)	(3,297,000)
Net income (loss)	(20,957,000)		(18,693,000)			$ (106,780,000)	$ (51,661,000)
Basic and diluted net (loss) per share, ordinary shares						$ (5.98)	$ (6.99)
Statement of Cash Flows (audited)
Net income (loss)	(20,957,000)		(18,693,000)			$ (106,780,000)	$ (51,661,000)
Change in fair value of warrant liabilities	$ (4,152,000)		$ 0			(48,440,000)	$ (6,000)
Colonnade Acquisition Corp.
Balance Sheet (audited)
Public warrants derivative liability					35,800,000	35,800,000
Private warrants derivative liability					22,834,000	22,834,000
Total liabilities					67,982,346	67,982,346
Class A ordinary shares subject to possible redemption					128,090,803	128,090,803
Additional paid-in capital					56,511,471	56,511,471
Accumulated deficit					(51,512,690)	(51,512,690)
Total stockholders' equity					5,000,000	5,000,000
Statement of Operations (audited)
Loss from operations					(2,763,620)
Change in fair value of warrant liabilities					48,439,000
Allocated expense for warrant issuance cost					371,124
Total other income					(48,749,070)
Net income (loss)					(51,512,690)
Statement of Cash Flows (audited)
Net income (loss)					(51,512,690)
Issuance costs related to warrant liability					371,124
Change in fair value of warrant liabilities					(48,439,000)
Colonnade Acquisition Corp. \| As Previously Reported [Member]
Balance Sheet (audited)
Total liabilities		$ 7,100,100		$ 7,100,100	9,348,246	9,348,246		$ 8,191,331
Class A ordinary shares subject to possible redemption		189,367,849		189,367,849	186,724,794	186,724,794
Class A Ordinary Shares		106		106	133	133		106
Additional paid-in capital		5,058,839		5,058,839	7,701,942	7,701,942		5,004,328
Accumulated deficit		(59,514)		(59,514)	(2,702,566)	(2,702,566)		(5,000)
Total stockholders' equity		5,000,006		5,000,006	5,000,009	5,000,009		5,000,009
Statement of Operations (audited)
Loss from operations		(56,266)		(61,266)	(2,763,620)
Total other income		1,752		1,752	61,054
Net income (loss)		$ (54,514)		$ (59,514)	$ (2,702,566)
Basic and diluted net (loss) per share, ordinary shares		$ (0.01)		$ (0.01)	$ (0.45)
Statement of Cash Flows (audited)
Net income (loss)		$ (54,514)		$ (59,514)	$ (2,702,566)
Colonnade Acquisition Corp. \| Revision of Prior Period, Adjustment [Member]
Balance Sheet (audited)
Public warrants derivative liability		5,100,000		5,100,000	35,800,000	35,800,000		6,400,000
Private warrants derivative liability		3,024,141		3,024,141	22,834,000	22,834,000		3,795,000
Total liabilities		8,124,141		8,124,141	58,634,000	58,634,000		10,195,000
Class A ordinary shares subject to possible redemption		(8,124,135)		(8,124,135)	(58,633,991)	(58,633,991)
Class A Ordinary Shares		82		82	586	586		102
Additional paid-in capital		(1,699,823)		(1,699,823)	48,809,529	48,809,529		371,013
Accumulated deficit		1,699,735		1,699,735	(48,810,124)	(48,810,124)		(371,124)
Total stockholders' equity		(6)		(6)	(9)	(9)		(9)
Statement of Operations (audited)
Change in fair value of warrant liabilities		2,070,859		2,070,859	(48,439,000)
Allocated expense for warrant issuance cost		371,124		371,124	371,124
Total other income		1,699,735		1,699,735	(48,810,124)
Net income (loss)		$ 1,699,735		1,699,735	$ (48,810,124)
Basic and diluted net (loss) per share, ordinary shares		$ (2.86)			$ (13.07)
Statement of Cash Flows (audited)
Net income (loss)		$ 1,699,735		1,699,735	$ (48,810,124)
Issuance costs related to warrant liability		371,124		371,124	371,124
Change in fair value of warrant liabilities		(2,070,859)		(2,070,859)	48,439,000
Colonnade Acquisition Corp. \| As Restated [Member]
Balance Sheet (audited)
Public warrants derivative liability		5,100,000		5,100,000	35,800,000	35,800,000		6,400,000
Private warrants derivative liability		3,024,141		3,024,141	22,834,000	22,834,000		3,795,000
Total liabilities		15,224,241		15,224,241	67,982,246	67,982,246		18,386,331
Class A ordinary shares subject to possible redemption		181,243,714		181,243,714	128,090,803	128,090,803
Class A Ordinary Shares		188		188	719	719		208
Additional paid-in capital		3,359,016		3,359,016	56,511,471	56,511,471		5,375,341
Accumulated deficit		1,640,221		1,640,221	(51,512,690)	(51,512,690)		(376,124)
Total stockholders' equity		5,000,000		5,000,000	5,000,000	$ 5,000,000		$ 5,000,000
Statement of Operations (audited)
Loss from operations		(56,266)		(61,266)	(2,763,620)
Change in fair value of warrant liabilities		2,070,859		2,070,859	(48,439,000)
Allocated expense for warrant issuance cost		371,124		371,124	371,124
Total other income		1,701,487		1,701,487	(48,749,070)
Net income (loss)		$ 1,645,221		$ 1,640,221	$ (51,512,690)
Basic and diluted net (loss) per share, ordinary shares		$ (2.87)		$ (3.68)	$ (13.52)
Statement of Cash Flows (audited)
Net income (loss)		$ 1,645,221		$ 1,640,221	$ (51,512,690)
Issuance costs related to warrant liability		371,124		371,124	371,124
Change in fair value of warrant liabilities		$ (2,070,859)		$ (2,070,859)	$ 48,439,000

Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2021 USD ($) segment shares	Mar. 31, 2020 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 30, 2020 USD ($)	Dec. 31, 2019 USD ($) shares	Mar. 11, 2021 $ / shares	Aug. 25, 2020 $ / shares
Accounting Policies [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount \| shares	47,318,414	6,005,319		127,121,148		6,177,127
Number of reportable segments	1			1
Number of operating segments	1			1
Product revenue	$ 6,611,000	$ 2,300,000		$ 18,904,000		$ 11,413,000
Sales commission expense	300,000	0
Product Warranty, Description				The Company's general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit, however it has in practice permitted returns of its sensor kits in limited circumstances up to six months after purchase.
Deferred revenue			$ 500,000	$ 500,000
Contract assets			0	0		0
Restricted cash	1,300,000		1,300,000	1,300,000		1,600,000
Restricted cash, current	$ 276,000	276,000	276,000	276,000
Restricted cash, non-current			1,004,000	1,004,000		$ 1,281,000
Cash collateral			0	0
Borrowings outstanding			$ 0	$ 0
Impairment losses of long-lived assets					$ 0
Sale of stock issue price per share \| $ / shares							$ 10.00
Recourse			50.00%	50.00%
Non-recourse			50.00%	50.00%
Product warranty, term	2 years
Contract assets	$ 0		$ 0	$ 0
Restricted cash, non-current	$ 1,004,000	$ 1,280,000	1,004,000	$ 1,004,000
Threshold period past due	90 days
Purchases [Member]
Accounting Policies [Line Items]
Concentration risk, percentage				15.00%		12.00%
Accounts Payable [Member]
Accounting Policies [Line Items]
Concentration risk, percentage				23.00%		10.00%
Other Noncurrent Assets [Member]
Accounting Policies [Line Items]
Deferred costs			$ 3,400,000	$ 3,400,000		$ 0
Customer E [Member] \| Revenue [Member]
Accounting Policies [Line Items]
Concentration risk, percentage				11.00%		22.00%
ASU 2014-09 [Member]
Accounting Policies [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]			true	true
Change in Accounting Principle, Accounting Standards Update, Adoption Date			Jan. 01, 2019	Jan. 01, 2019
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]			true	true
Measurement Input, Expected Dividend Payment [Member]
Accounting Policies [Line Items]
Expected dividend yield			0.00	0.00
Maximum [Member]
Accounting Policies [Line Items]
Contract cost, Amortization period			1 year	1 year
Deferred revenue						$ 100,000
Minimum [Member]
Accounting Policies [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period			1 year	1 year
Product [Member]
Accounting Policies [Line Items]
Product revenue				$ 16,886,000		9,804,000
Service [Member]
Accounting Policies [Line Items]
Product revenue				2,018,000		1,609,000
Sales and Marketing [Member]
Accounting Policies [Line Items]
Sales commission expense				$ 300,000		$ 0
IPO [Member]
Accounting Policies [Line Items]
Sale of stock issue price per share \| $ / shares			$ 33.9474	$ 33.9474
IPO [Member] \| Minimum [Member]
Accounting Policies [Line Items]
Gross cash proceeds from IPO				$ 75,000,000
Colonnade Acquisition Corp.
Accounting Policies [Line Items]
Federal depository insurance coverage			$ 250,000	$ 250,000
Sale of stock issue price per share \| $ / shares								$ 10.00
Gross cash proceeds from IPO			$ 20,000,000
Class A Ordinary Shares [Member] \| Colonnade Acquisition Corp.
Accounting Policies [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount \| shares			16,000,000
Supplier Concentration Risk \| One Supplier \| Accounts Payable [Member]
Accounting Policies [Line Items]
Concentration risk, percentage		48.00%		23.00%
Supplier Concentration Risk \| One Supplier \| Purchase
Accounting Policies [Line Items]
Concentration risk, percentage	11.00%	17.00%
Transferred at Point in Time \| Product [Member]
Accounting Policies [Line Items]
Product revenue	$ 6,600,000	$ 2,300,000

Summary of Significant Accounting Policies - Summary Of Basic and Diluted Loss Per Ordinary Share (Detail) - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Denominator: Weighted Average Class A Ordinary
Basic and diluted weighted average shares outstanding				17,858,976	7,390,456
Basic and diluted net income per share				$ (5.98)	$ (6.99)
Numerator: Net Loss minus Net Earnings
Net loss	$ (20,957,000)	$ (18,693,000)		$ (106,780,000)	$ (51,661,000)
Colonnade Acquisition Corp.
Numerator: Earnings allocable to Class A Ordinary shares
Interest income			$ 54,051
Unrealized gain on investments held in Trust Account			2,931
Net income allocable to Class A Ordinary shares			56,982
Numerator: Net Loss minus Net Earnings
Net loss			(51,512,690)
Less: Net income allocable to Class A Ordinary Shares			(56,982)
Less: Accretion of Class A Ordinary Shares to redemption value			(16,012,881)
Net Loss attributable to Class B Ordinary Shares			$ (67,582,553)
Colonnade Acquisition Corp. \| Class A Ordinary Shares [Member]
Denominator: Weighted Average Class A Ordinary
Basic and diluted weighted average shares outstanding			13,913,043
Basic and diluted net income per share			$ 0.00
Colonnade Acquisition Corp. \| Class B Ordinary Shares [Member]
Denominator: Weighted Average Class A Ordinary
Basic and diluted weighted average shares outstanding			5,000,000
Basic and diluted net income per share			$ (13.52)

Summary of Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Beginning balance	$ 117
Provisions	67	$ 169
Uncollectible accounts written off, net of recoveries	(56)	(52)
Ending balance	$ 128	$ 117

Summary of Significant Accounting Policies - Summary of Changes in Inventory (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Beginning balance	$ 2,700	$ 6,440	$ 6,440	$ 1,676
Charged to cost of revenue			797	8,875
Direct write off	0	$ (1,483)	(4,538)	(4,111)
Ending balance	2,200		2,700	$ 6,440
Previously Reported [Member]
Beginning balance	$ 2,699
Ending balance			$ 2,699

Summary of Significant Accounting Policies - Schedule of Concentration Risk (Parenthetical) (Detail) - Accounts Receivable [Member] - Maximum [Member]	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Customer A [Member]
Product Information [Line Items]
Concentration risk, percentage	10.00%
Customer B [Member]
Product Information [Line Items]
Concentration risk, percentage	10.00%
Customer C [Member]
Product Information [Line Items]
Concentration risk, percentage		10.00%
Customer D [Member]
Product Information [Line Items]
Concentration risk, percentage		10.00%

Fair Value of Financial Instruments - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Assets
Total financial assets	$ 6,493	$ 10,493	$ 15,411
Liabilities
Warrant liabilities	14,725	49,293
Total financial liabilities	14,725	49,293
Level 1 [Member]
Assets
Total financial assets	6,493	10,493	$ 15,411
Liabilities
Warrant liabilities	0	0
Total financial liabilities	0	0
Level 2 [Member]
Assets
Total financial assets	0	0
Liabilities
Warrant liabilities	0	0
Total financial liabilities	0	0
Level 3 [Member]
Assets
Total financial assets	0	0
Liabilities
Warrant liabilities	14,725	49,293
Total financial liabilities	14,725	49,293
Money Market Funds [Member]
Assets
Money market funds	6,493	10,493
Money Market Funds [Member] \| Level 1 [Member]
Assets
Money market funds	6,493	10,493
Money Market Funds [Member] \| Level 2 [Member]
Assets
Money market funds	0	0
Money Market Funds [Member] \| Level 3 [Member]
Assets
Money market funds	$ 0	$ 0

Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Assets
Total financial assets	$ 6,493,000	$ 10,493,000	$ 15,411,000
Liabilities
Total financial liabilities		49,293,000	162,000
Redeemable Convertible Preferred Stock Warrant Liability [Member]
Liabilities
Total financial liabilities		49,293,000	162,000
Money Market Funds [Member]
Assets
Total financial assets		10,493,000	15,411,000
Level 1 [Member]
Assets
Total financial assets	6,493,000	10,493,000	15,411,000
Level 1 [Member] \| Money Market Funds [Member]
Assets
Total financial assets		10,493,000	15,411,000
Level 1 [Member] \| Colonnade Acquisition Corp. \| Public Warrants [Member]
Liabilities
Total financial liabilities		35,800,000
Level 1 [Member] \| Colonnade Acquisition Corp. \| Marketable Securities Held In Trust [Member]
Assets
Total financial assets		200,061,054
Level 2 [Member]
Assets
Total financial assets	0	0
Level 2 [Member] \| Colonnade Acquisition Corp. \| Private Placement Warrants [Member]
Liabilities
Total financial liabilities		22,834,000
Level 3 [Member]
Assets
Total financial assets	$ 0	0
Liabilities
Total financial liabilities		49,293,000	162,000
Level 3 [Member] \| Redeemable Convertible Preferred Stock Warrant Liability [Member]
Liabilities
Total financial liabilities		$ 49,293,000	$ 162,000

Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail)	Dec. 31, 2020 yr	Dec. 31, 2019
Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants	0.0013	0.0192
Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants	0.7600	0.5735
Public Warrants [Member] \| Share price [Member] \| Colonnade Acquisition Corp.
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants	9.68
Public Warrants [Member] \| Exercise price of warrant \| Colonnade Acquisition Corp.
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants	11.50
Public Warrants [Member] \| Expected Term [Member] \| Colonnade Acquisition Corp.
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants	5.52
Public Warrants [Member] \| Price Volatility [Member] \| Colonnade Acquisition Corp.
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants	13.17
Public Warrants [Member] \| Risk Free Interest Rate [Member] \| Colonnade Acquisition Corp.
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants	0.30
Private Placement Warrants [Member] \| Share price [Member] \| Colonnade Acquisition Corp.
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants	9.68
Private Placement Warrants [Member] \| Exercise price of warrant \| Colonnade Acquisition Corp.
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants	11.50
Private Placement Warrants [Member] \| Expected Term [Member] \| Colonnade Acquisition Corp.
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants	5.52
Private Placement Warrants [Member] \| Price Volatility [Member] \| Colonnade Acquisition Corp.
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants	13.17
Private Placement Warrants [Member] \| Risk Free Interest Rate [Member] \| Colonnade Acquisition Corp.
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants	0.30

Fair Value Measurements - Summary of Change in the Fair Value of Warrant Liabilities (Detail) - Level 3 [Member] - Colonnade Acquisition Corp.	7 Months Ended
	Dec. 31, 2020 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 0
Issuance of Public Warrants and Private Placement Warrants	10,195,000
Change in valuation inputs or other assumptions	(2,070,859)
Transfer from Level 3 measurement	(8,124,141)
Fair value as of December 31, 2020	$ 0

Fair Value Measurements - Additional Information (Detail) - Colonnade Acquisition Corp. $ in Millions	1 Months Ended
	Oct. 31, 2020 USD ($)
Level 1 [Member] \| Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, net derivative asset (liability)	$ 5.1
Level 2 [Member] \| Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, net derivative asset (liability)	$ 3.0

Fair Value of Financial Instruments - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Detail) - Level 3 [Member] - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Redeemable Convertible Preferred Stock Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, beginning balance	$ (49,293)	$ (162)	$ (162)	$ (115)
Recognition of preferred stock warrant and tranche liability upon issuance			(691)	(53)
Change in the fair value included in other income (expense), net			(48,440)	6
Fair Value, ending balance	0	(162)	(49,293)	(162)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	(49,293)	(162)	(162)	(115)
Change in the fair value included in other income (expense), net	(8,804)	0
Private placement warrant liability acquired as part of the merger	0
Issuance of preferred stock upon exercise of warrants	58,097
Fair Value, ending balance	0	(162)	(49,293)	(162)
Redeemable Convertible Preferred Stock Trache Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Recognition of preferred stock warrant and tranche liability upon issuance			(1,610)
Redeemable Convertible Preferred Stock Trache Liability [Member] \| Series B Redeemable Convertible Preferred Stock [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Settlement of redeemable convertible preferred stock tranche liability due to the issuance of Series B redeemable convertible preferred stock, included in other income (expense), net			1,610
Derivative Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, beginning balance	0	0	0
Change in the fair value included in other income (expense), net			(5,308)
Extinguishment of derivative liability upon conversion of convertible notes			5,308
Fair Value, ending balance	0	(5,308)	0	0
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	0	0	0
Change in the fair value included in other income (expense), net	0	(5,308)
Private placement warrant liability acquired as part of the merger	0
Issuance of preferred stock upon exercise of warrants	0
Fair Value, ending balance	0	(5,308)	0	0
Private Placement Warrant Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, beginning balance	0	0	0
Fair Value, ending balance	(14,725)	0	0	0
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	0	0	0
Change in the fair value included in other income (expense), net	4,652	0
Private placement warrant liability acquired as part of the merger	(19,377)
Issuance of preferred stock upon exercise of warrants	0
Fair Value, ending balance	$ (14,725)	$ 0	$ 0	$ 0

Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 1,965	$ 1,376
Work in process	1,283	1,249
Finished goods	2,045	2,192
Total inventory	$ 5,293	4,817	$ 2,468
Raw materials		1,376	637
Work in process		1,249	1,372
Finished goods		$ 2,192	$ 459

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid insurance	$ 1,920	$ 206
Prepaid expenses	893	694	$ 967
Receivable from contract manufacturer	1,241	1,521
Security deposit	43	20
Total prepaid and other current assets	$ 4,097	2,441	$ 967
Security deposit		20
Receivable from contract manufacturer		$ 1,521

Balance Sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Customer deposits	$ 48	$ 71
Accrued compensation	1,802	1,618
Uninvoiced receipts	2,007	1,947
Other	788	485	$ 762
Accrued and other current liabilities	$ 4,645	4,121
Customer deposits		71	1,555
Accrued compensation		1,618	1,152
Uninvoiced receipts		1,947	2,254
Total accrued and other current liabilities		$ 4,121	$ 5,723

Initial Public Offering - Additional Information (Detail) - $ / shares	7 Months Ended
	Dec. 31, 2020	Mar. 11, 2021	Aug. 31, 2020	Aug. 25, 2020
Initial Public Offering Disclosure [Line Items]
Sale of stock issue price per share		$ 10.00
Colonnade Acquisition Corp.
Initial Public Offering Disclosure [Line Items]
Sale of stock issue price per share				$ 10.00
Public Warrants [Member]
Initial Public Offering Disclosure [Line Items]
Warrants issued, exercise price (in dollars per share)			$ 11.50
Public Warrants [Member] \| Colonnade Acquisition Corp.
Initial Public Offering Disclosure [Line Items]
Stock shares issued during the period	20,000,000
Sale of stock issue price per share	$ 10.00
Warrants issued, exercise price (in dollars per share)	$ 11.50
Number of ordinary shares called by each warrant (in shares)	1

Balance Sheet Components - Schedule of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Balance Sheet Related Disclosures [Abstract]
Cash	$ 250,672	$ 869		$ 1,361
Cash equivalents:
Deposits				76
Total cash and cash equivalents	257,165	11,362	$ 3,624	16,848
Cash equivalents:
Money market funds	$ 6,493	$ 10,493		$ 15,411

Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Schedule Of Balance Sheet Components [Line Items]
Total inventory balance includes write down			$ 2,700	$ 6,400
Inventory write offs charged to cost of revenue and included in write down balance			797	4,764
Property and equipment, net	$ 9,101		9,731	10,533
Inventory write down	2,200		2,700	6,440	$ 1,676
Inventory obsolescence impairment	0	$ 1,483	4,538	4,111
Depreciation expense	$ 1,100	$ 800
THAILAND
Schedule Of Balance Sheet Components [Line Items]
Property and equipment, net			1,300
Properties and Equipment [Member]
Schedule Of Balance Sheet Components [Line Items]
Depreciation expense			$ 3,700	$ 2,000

Debt - Narrative (Details)				1 Months Ended	3 Months Ended		12 Months Ended
Debt - Narrative (Details)	Mar. 26, 2021 USD ($)	Aug. 05, 2019 USD ($) shares	Nov. 27, 2018 USD ($) $ / shares shares	Jan. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Warrants, loss (gain) from fair value adjustment					$ 4,152,000	$ 0	$ 48,440,000	$ 6,000
Repayments of debt							3,000,000
Debt, outstanding balance							7,000,000	10,000,000
Promissory notes, outstanding balance							7,130,000	$ 9,729,000
Runway Loan and Security Agreement \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, maximum borrowing capacity			$ 10,000,000.0
Effective interest rate					16.40%	16.40%
Value of stock called by warrant, percentage of debt face amount			0.040
Debt instrument, face amount			$ 10,000,000.0
Fair value of warrant accounted for as debt discount			$ 100,000
Repayments of debt	$ 7,000,000.0
Payment of interest and fee upon extinguishment of debt	$ 400,000
Debt, outstanding balance					$ 0		$ 7,000,000.0
Promissory Note \| Notes Payable, Other Payables \| Investor
Debt Instrument [Line Items]
Debt instrument, interest rate basis				8.50%
Promissory notes, outstanding balance				$ 5,000,000
Series A Redeemable Convertible Preferred Stock Warrants
Debt Instrument [Line Items]
Warrants issued, number of preferred stock callable (in shares) \| shares		53,023	35,348
Warrants issued, exercise price (in dollars per share) \| $ / shares			$ 11.3518
Warrants, loss (gain) from fair value adjustment		$ 100,000
Series A Redeemable Convertible Preferred Stock Warrants \| Other Income (Expense), Net
Debt Instrument [Line Items]
Warrants, loss (gain) from fair value adjustment					$ 600,000	$ (200,000)
London Interbank Offered Rate (LIBOR) \| Runway Loan and Security Agreement \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, interest rate basis			8.50%
Prime Rate [Member] \| LIBOR Rate Not Available or Applicable \| Runway Loan and Security Agreement \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, interest rate basis			6.00%
Applicable Interest Rate at the Time of Default \| In the Event of Debt Default \| Runway Loan and Security Agreement \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, interest rate basis					5.00%

Private Placement - Additional Information (Detail) - Colonnade Acquisition Corp. - USD ($)		7 Months Ended
	Aug. 25, 2020	Dec. 31, 2020
Private Placement [Line Items]
Proceeds from warrants issued		$ 6,000,000
Over-Allotment Option [Member] \| Private Placement Warrants [Member]
Private Placement [Line Items]
Warrants issued price per warrant	$ 11.50
Private Placement [Member] \| Class A Common Stock and Public Warrants [Member]
Private Placement [Line Items]
Warrants issued price per warrant	$ 1.00
Warrants issued during the period	6,000,000
Proceeds from warrants issued	$ 6,000,000

Convertible Notes Payable - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended			9 Months Ended	12 Months Ended
	Apr. 03, 2020	Mar. 31, 2021	Mar. 31, 2020	Nov. 30, 2019	Apr. 30, 2019	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Interest expense		$ 504	$ 1,277			$ 2,517	$ 3,582
Amortization of debt issuance costs and debt discount		$ 250	$ 94			258	344
2018 Convertible Notes [Member]
Debt Instrument [Line Items]
Convertible notes payable, aggregate principal amount	$ 40,200				$ 40,300		40,250
Convertible notes payable, consideration					40,000
Debt issuance costs, net					$ 300
Debt maturity period					2 years
Convertible notes payable, payment terms					The 2018 Convertible Notes shall be payable anytime on or after two years from the respective issuance dates upon demand of the 2018 Investors holding at least 60% of the outstanding principal of the 2018 Convertible Notes or at the Company's option with 10 days' notice to the 2018 Investors, and carry interest at 5% per annum which in addition to the notes is payment in kind.
Convertible notes payable, interest rate					5.00%
Convertible notes, conversion description					The notes and all accrued but unpaid interest are automatically convertible into shares of the Company’s common stock in the event of qualified financing (defined with respect to the 2018 Convertible Notes as a sale by the Company of shares of its capital stock for aggregate gross proceeds of at least $5 million) and convertible in the event of non-qualified financing (defined with respect to the 2018 Convertible Notes as a sale by the Company of shares of its capital stock for aggregate gross proceeds of less than $5 million) or change of control at the option of the majority of 2018 Investors at a conversion price equal to the lesser of (i) $400 million divided by the number of shares of the Company’s common stock outstanding immediately prior to the respective events, assuming conversion or exercise of all securities convertible into common stock and (ii) the price per share of its capital stock paid in the applicable transaction (qualified financing, non-qualified financing, or change of control).
Interest expense						600	2,100
Amortization of debt issuance costs and debt discount						100
Accrued interest	$ 2,800						2,319
Conversion of stock, shares converted	3,005,762
Conversion of stock shares converted, per share	$ 14.33
Gain on exchange of convertible notes	$ 42,500
2018 Convertible Notes [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Amortization of debt issuance costs and debt discount							100
2019 Convertible Notes [Member]
Debt Instrument [Line Items]
Convertible notes payable, aggregate principal amount	29,300			$ 29,300			29,332
Convertible notes payable, consideration				29,200
Debt issuance costs, net				$ 100
Convertible notes payable, payment terms				The 2019 Convertible Notes were to be payable anytime on or after September 18, 2021 upon demand by consent of the 2019 Investors holding at least 60% of the outstanding principal of the 2019 Convertible Notes or at the Company's option with 10 days' notice to the 2019 Investors, and carry interest at 5% per annum which in addition to the notes is payable at maturity.
Convertible notes payable, interest rate				5.00%
Convertible notes, conversion description				The 2019 Convertible Notes and all accrued but unpaid interest were automatically convertible into shares of the Company’s common stock in the event of qualified financing and convertible in the event of non-qualified financing (defined with respect to the 2019 Convertible Notes as a sale by the Company of shares of its capital stock for aggregate gross proceeds of less than $20 million) or change of control at the option of the majority of 2019 investors at a conversion price determined as the lesser of (i) a ratio of $300 million and the number of shares of the Company’s common stock outstanding immediately prior to the respective events, assuming conversion or exercise of all securities convertible into common stock and (ii) 85% of the price per share of its capital stock paid in the applicable transaction (qualified financing, non-qualified financing, or change of control).
Interest expense						400	400
Amortization of debt issuance costs and debt discount						$ 100
Accrued interest	$ 700						388
Conversion of stock, shares converted	4,196,178
Conversion of stock shares converted, per share	$ 7.17
Gain on exchange of convertible notes	$ 29,300
Outstanding derivative liability	$ 5,300
2019 Convertible Notes [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Amortization of debt issuance costs and debt discount							$ 100

Convertible Notes Payable - Schedule of Convertible Notes Payable (Detail) - USD ($) $ in Thousands	Apr. 03, 2020	Dec. 31, 2019	Nov. 30, 2019	Apr. 30, 2019
2018 Convertible Notes [Member]
Debt Instrument [Line Items]
Convertible notes, principal	$ 40,200	$ 40,250		$ 40,300
Accrued interest	2,800	2,319
Less: unamortized debt discount		(118)
Convertible notes, net		42,451
2019 Convertible Notes [Member]
Debt Instrument [Line Items]
Convertible notes, principal	29,300	29,332	$ 29,300
Accrued interest	$ 700	388
Less: unamortized debt discount		(55)
Convertible notes, net		$ 29,665

Warrants - Narrative (Details)		1 Months Ended	3 Months Ended		12 Months Ended
Warrants - Narrative (Details)	Aug. 05, 2019 USD ($) $ / shares shares	Aug. 31, 2020 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) shares	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Mar. 11, 2021 USD ($) shares	Apr. 03, 2020 USD ($) $ / shares shares	Nov. 27, 2018 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Warrant, fair value			$ 14,725,000		$ 49,293,000
Warrants, loss (gain) from fair value adjustment			$ 4,152,000	$ 0	$ 48,440,000	$ 6,000
Warrants outstanding (in shares) \| shares			15,999,996
Series A Redeemable Convertible Preferred Stock Warrants
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares) \| shares	53,023								35,348
Warrants issued, exercise price (in dollars per share) \| $ / shares									$ 11.3518
Warrants, loss (gain) from fair value adjustment	$ 100,000
Series A Redeemable Convertible Preferred Stock Warrants \| OTI
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares) \| shares	53,023								35,348
Warrants issued, exercise price (in dollars per share) \| $ / shares	$ 11.3518								$ 11.3518
Warrant, fair value	$ 100,000								$ 100,000
Series A Redeemable Convertible Preferred Stock Warrants \| Other Income (Expense), Net
Class of Warrant or Right [Line Items]
Warrants, loss (gain) from fair value adjustment			$ 600,000	$ (200,000)
Series B Redeemable Convertible Preferred Stock Warrants \| OTI
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares) \| shares								4,513,993
Warrants issued, exercise price (in dollars per share) \| $ / shares								$ 0.3323
Warrant, fair value								$ 700,000
Series B Redeemable Convertible Preferred Stock Warrants \| Other Income (Expense), Net \| OTI
Class of Warrant or Right [Line Items]
Warrants, loss (gain) from fair value adjustment			8,300,000
Series B Redeemable Convertible Preferred Stock Warrants \| Maximum [Member] \| OTI
Class of Warrant or Right [Line Items]
Warrant, expiration period								10 years
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants issued, exercise price (in dollars per share) \| $ / shares		$ 11.50
Private Placement Warrants [Member] \| Sponsor [Member]
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares) \| shares		6,000,000
Warrant, fair value		$ 19,400,000
Warrant, expiration period		5 years
Sale of warrants, price (in dollars per share) \| $ / shares		$ 1.00
Proceeds from sale of Private Placement Warrants		$ 6,000,000
Warrant, exercisable, threshold period		12 months
Number of ordinary shares called by each warrant (in shares) \| shares		1
Private Placement Warrants [Member] \| Sponsor [Member] \| Conversion of Warrant to Ouster Common Stock
Class of Warrant or Right [Line Items]
Warrant, conversion ratio							1
Private Placement Warrants [Member] \| Other Income (Expense), Net \| Sponsor [Member]
Class of Warrant or Right [Line Items]
Warrants, loss (gain) from fair value adjustment			$ 4,600,000
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares) \| shares		20,000,000
Warrants issued, exercise price (in dollars per share) \| $ / shares		$ 11.50
Warrant, fair value							$ 17,900,000
Warrant, expiration period		5 years
Sale of warrants, price (in dollars per share) \| $ / shares		$ 0.01
Warrant, exercisable, threshold period		12 months
Warrant, conversion ratio		1
Warrants outstanding (in shares) \| shares							9,999,996
Exercise of warrant, threshold common stock price (in dollars per share) \| $ / shares		$ 18.00
Exercise of warrant, threshold trading days		20 days
Exercise of warrant, threshold trading-day period		30 days

Warrants - Schedule of Fair Value Measurement Inputs of Redeemable Convertible Preferred Stock Warrants (Details)	Mar. 11, 2021 $ / shares year	Feb. 11, 2021 $ / shares year	Dec. 31, 2020 $ / shares year	Apr. 03, 2020 $ / shares year	Dec. 31, 2019	Nov. 27, 2018 $ / shares year
Share price [Member] \| Valuation Technique, Option Pricing Model \| Redeemable Convertible Preferred Stock Warrants \| OTI
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| $ / shares	8.44	10.27	7.11	5.80		5.80
Expected Term [Member] \| Valuation Technique, Option Pricing Model \| Redeemable Convertible Preferred Stock Warrants \| OTI
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| year	2.00	2.00	2.00	9.31		10.00
Price Volatility [Member]
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs			0.0013		0.0192
Price Volatility [Member] \| Valuation Technique, Option Pricing Model \| Redeemable Convertible Preferred Stock Warrants \| OTI
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.7600	0.7600	0.7600	0.5735		0.5781
Risk Free Interest Rate [Member]
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs			0.7600		0.5735
Risk Free Interest Rate [Member] \| Valuation Technique, Option Pricing Model \| Redeemable Convertible Preferred Stock Warrants \| OTI
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.0013	0.0013	0.0013	0.0175		0.0306
Measurement Input, Expected Dividend Rate [Member]
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs			0.00		0.00
Measurement Input, Expected Dividend Rate [Member] \| Valuation Technique, Option Pricing Model \| Redeemable Convertible Preferred Stock Warrants \| OTI
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0	0	0	0		0

Warrants - Schedule of Fair Value Measurement Inputs of Private Placement Warrants (Details)	Mar. 31, 2021 $ / shares year	Mar. 11, 2021 $ / shares year	Dec. 31, 2020	Dec. 31, 2019
Share price [Member] \| Valuation Technique, Option Pricing Model \| Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| $ / shares	8.50	12.00
Exercise price of warrant \| Valuation Technique, Option Pricing Model \| Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	11.5	11.5
Expected Term [Member] \| Valuation Technique, Option Pricing Model \| Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	4.95	5.00
Price Volatility [Member]
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs			0.0013	0.0192
Price Volatility [Member] \| Valuation Technique, Option Pricing Model \| Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.4300	0.2700
Risk Free Interest Rate [Member]
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs			0.7600	0.5735
Risk Free Interest Rate [Member] \| Valuation Technique, Option Pricing Model \| Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.0092	0.0078

Long-term Debt - Additional Information (Detail) - USD ($)					1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 03, 2020	Aug. 05, 2019	Mar. 28, 2019	Nov. 27, 2018	Aug. 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Long term debt								$ 7,130,000	$ 9,729,000
Agreement amendment condition, Amount									10,000,000
Warrants outstanding (in shares)						15,999,996
Fair value of warrant						$ 14,725,000		49,293,000
Warrants, loss (gain) from fair value adjustment						$ 4,152,000	$ 0	48,440,000	6,000
Series A Preferred Stock [Member]
Debt Instrument [Line Items]
Warrants exercise price		$ 16.14		$ 16.14
Runway Loan and Security Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, face amount				$ 10,000,000
Long term debt			$ 10,000,000					7,000,000	10,000,000
Maturity date of loan				May 15, 2021
Debt instrument, payment terms				The loan was intended to mature on May 15, 2021, however, pursuant to the terms of the Runway Loan and Security Agreement allowing for the extension of the maturity date, as the Company received net cash proceeds exceeding $25 million from the issuance of convertible notes, the loan maturity date was extended to November 15, 2021.
Debt Instrument, Interest Rate, Basis for Effective Rate				In an event of default annual interest is increased by 5.0% above the otherwise applicable rate.
Effective interest rate				16.40%
Final payment percentage	5.00%			3.50%
Debt instrument, covenant description	the Runway Loan and Security Agreement was further amended so as to require from the Company evidence of receipt of gross cash proceeds from the equity financings and/or issuance of subordinated debt in the amount of $15 million from April 3, 2020 to April 7, 2020 and another approximately $6.4 million by July 31, 2020. Further, until the Company receives the gross cash proceeds required by the amended Runway Loan and Security Agreement, the Company is required to keep a collateral account in the amount of $4 million in favor of Runway Growth, and Runway Growth is entitled to an observer seat on the Company’s Board of Directors. In addition, the final payment was increased from 3.5% to 5.0% of the principal amount repaid upon maturity or prepayment.	the Runway Loan and Security Agreement was further amended so as to require from the Company evidence of receipt of gross cash proceeds from the equity financings and/or issuance of subordinated debt in the amount of $20 million from August 5, 2019 to September 30, 2019, which the Company did through issuance of 2019 Convertible Notes in September 2019. Furthermore, pursuant to the amendment the Company is required to provide evidence of receipt of additional $30 million in gross cash proceeds from the equity financings and/or issuance of subordinated debt by March 31, 2020. The Company satisfied this requirement through issuance of Series B redeemable convertible preferred stock.
Collateral account in the amount	$ 4,000,000
Repayment of debt					$ 3,000,000
Warrants, loss (gain) from fair value adjustment								13,800,000	(100,000)
Runway Loan and Security Agreement [Member] \| Series A Preferred Stock [Member]
Debt Instrument [Line Items]
Warrants outstanding (in shares)		53,023			35,348
Warrant issued, description					The Company issued a warrant to purchase 35,348 shares of Series A redeemable convertible preferred stock (the "Series A Preferred Stock") of the Company (4% of original principal amount of $10.0 million, divided by the exercise price)
Warrants exercise price					$ 11.3518
Fair value of warrant					$ 100,000
Change in fair value of warrant		$ 100,000
Runway Loan and Security Agreement [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Periodic payment amount				$ 1,000,000
Runway Loan and Security Agreement [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Agreement amendment condition, Amount			$ 5,000,000
Runway Loan and Security Agreement [Member] \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, interest rate basis				8.50%
Runway Loan and Security Agreement [Member] \| Prime Rate [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate basis				6.00%
Silicon Valley Bank Loan and Security Agreement [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument, face amount				$ 10,000,000
Line of credit outstanding balance								$ 0	$ 0
Silicon Valley Bank Loan and Security Agreement [Member] \| Prime Rate [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate basis				0.50%

Long-term Debt - Schedule of Aggregate Future Payments Under the Runway Loan and Security Agreement (Including Interest Payments) (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Long term debt maturity, year one	$ 7,000
Long term debt maturity, year two		$ 10,000
Long term debt maturity, after year one	0
Long term debt maturity, after year two		0
Total	7,000	10,000
Less: unamortized debt discount and issuance costs	(195)	(418)
Accrued interest	325	147
Promissory notes, outstanding balance	7,130	9,729
Classified as current	$ (7,130)
Long-term debt		$ 9,729

Commitments and Contingencies (Details)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 30, 2017 letter_of_credit
Commitments and Contingencies Disclosure [Abstract]
Number of letters of credit \| letter_of_credit				2
Letters of credit outstanding amount	$ 1,300,000	$ 1,300,000	$ 1,600,000
Third Party Contract Manufacturer
Loss Contingencies [Line Items]
Non-cancelable purchase commitments	5,500,000
Other Vendors
Loss Contingencies [Line Items]
Non-cancelable purchase commitments	4,000,000.0
Indemnification Agreement
Loss Contingencies [Line Items]
Potential obligations	$ 0	$ 0

Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended				3 Months Ended		12 Months Ended
	Aug. 13, 2020	Apr. 03, 2020	Aug. 05, 2019	Aug. 31, 2020	Jul. 31, 2020	May 31, 2020	Apr. 30, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Nov. 27, 2018
Temporary Equity [Line Items]
Fair value of Warrants								$ 4,152	$ 0	$ 48,440	$ 6
Net proceeds from issuance of preferred stock											40,498
Other income(expense)								$ (4,655)	$ (6,411)	(54,643)	$ (3,297)
Tranche Right [Member]
Temporary Equity [Line Items]
Number of convertible preferred stock				17,781,234
Other income(expense)				$ 1,600
Warrant [Member]
Temporary Equity [Line Items]
Liability at fair value										700
Loss classified within other income (expense)										$ (34,600)
Initial Issuance Date [Member]
Temporary Equity [Line Items]
Fair value of Warrants			$ 100
Subsequent Issuance Date [Member]
Temporary Equity [Line Items]
Fair value of Warrants			$ 100
Series A Preferred Stock [Member]
Temporary Equity [Line Items]
Warrants issued, number of preferred stock callable (in shares)			37,285									24,856
Exercise price per share			$ 16.14									$ 16.14
Series B Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Warrants issued, number of preferred stock callable (in shares)		3,174,187
Exercise price per share		$ 0.47
Warrant term		10 years
Issuance of redeemable convertible preferred stock upon exercise of warrant (in shares)				17,781,234	26,700,658	12,179,245	31,773,617
Convertible preferred stock, price per share				$ 0.47	$ 0.47	$ 0.47	$ 0.47
Net proceeds from issuance of preferred stock				$ 8,400	$ 12,500	$ 5,800	$ 15,100
Series B Redeemable Convertible Preferred Stock [Member] \| Maximum [Member]
Temporary Equity [Line Items]
Stock issuance costs				$ 100	$ 100	$ 100	$ 100
Series B Redeemable Convertible Preferred Stock [Member] \| Tranche Right [Member]
Temporary Equity [Line Items]
Issuance of redeemable convertible preferred stock upon exercise of warrant (in shares)						43,952,862	43,952,862
Convertible preferred stock, price per share						$ 0.47	$ 0.47
Additional optional shares exercisable	$ 0.47

Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities - Schedule Of Redeemable Convertible Preferred Stock Warrants (Detail)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Temporary Equity [Line Items]
Warrant, fair value	$ 14,725,000	$ 49,293,000
Measurement Input, Appraised Value [Member]
Temporary Equity [Line Items]
Warrant, fair value		$ 7.11	$ 5.96
Expected Term [Member]
Temporary Equity [Line Items]
Warrant, expiration period		2 years	8 years 10 months 28 days
Risk Free Interest Rate [Member]
Temporary Equity [Line Items]
Warrants, fair value measurement inputs		0.7600	0.5735
Price Volatility [Member]
Temporary Equity [Line Items]
Warrants, fair value measurement inputs		0.0013	0.0192
Measurement Input, Expected Dividend Rate [Member]
Temporary Equity [Line Items]
Warrants, fair value measurement inputs		0.00	0.00
Initial Issuance Date [Member] \| Measurement Input, Appraised Value [Member]
Temporary Equity [Line Items]
Warrant, fair value		$ 5.80
Initial Issuance Date [Member] \| Expected Term [Member]
Temporary Equity [Line Items]
Warrant, expiration period		10 years
Initial Issuance Date [Member] \| Risk Free Interest Rate [Member]
Temporary Equity [Line Items]
Warrants, fair value measurement inputs		0.5781
Initial Issuance Date [Member] \| Price Volatility [Member]
Temporary Equity [Line Items]
Warrants, fair value measurement inputs		0.0306
Initial Issuance Date [Member] \| Measurement Input, Expected Dividend Rate [Member]
Temporary Equity [Line Items]
Warrants, fair value measurement inputs		0.00
Subsequent Issuance Date [Member] \| Measurement Input, Appraised Value [Member]
Temporary Equity [Line Items]
Warrant, fair value		$ 5.80
Subsequent Issuance Date [Member] \| Expected Term [Member]
Temporary Equity [Line Items]
Warrant, expiration period		9 years 3 months 21 days
Subsequent Issuance Date [Member] \| Risk Free Interest Rate [Member]
Temporary Equity [Line Items]
Warrants, fair value measurement inputs		0.5735
Subsequent Issuance Date [Member] \| Price Volatility [Member]
Temporary Equity [Line Items]
Warrants, fair value measurement inputs		0.0175
Subsequent Issuance Date [Member] \| Measurement Input, Expected Dividend Rate [Member]
Temporary Equity [Line Items]
Warrants, fair value measurement inputs		0.00

Redeemable Convertible Preferred and Common Stock - Narrative (Details)

1 Months Ended

3 Months Ended

12 Months Ended

Mar. 10, 2021

$ / shares

Aug. 31, 2020

USD ($)

$ / shares

Jul. 31, 2020

USD ($)

$ / shares

Jul. 30, 2020

May 31, 2020

USD ($)

$ / shares

Apr. 30, 2020

USD ($)

$ / shares

Apr. 30, 2020

USD ($)

$ / shares

Dec. 31, 2017

USD ($)

$ / shares

Oct. 31, 2017

USD ($)

$ / shares

Jul. 31, 2016

USD ($)

$ / shares

May 31, 2016

USD ($)

$ / shares

Apr. 30, 2016

USD ($)

$ / shares

Mar. 31, 2021

vote

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

Dec. 31, 2019

USD ($)

Mar. 11, 2021

$ / shares

Dec. 21, 2020

$ / shares

Common stock, par value (in dollars per share) | $ / shares

$ 0.0001

Preferred stock, par value (in dollars per share) | $ / shares

$ 0.0001

Common stock, shares authorized (in shares)

1,000,000,000

210,956,516

14,063,768

Preferred stock, shares authorized (in shares)

100,000,000

Common stock, shares outstanding (in shares)

161,449,205

33,327,294

7,902,406

Warrants outstanding (in shares)

15,999,996

Common stock, voting rights, number of votes per share | vote

Redeemable convertible preferred stock, shares authorized (in shares)

131,411,372

4,421,633

Redeemable convertible preferred stock, issue price (in dollars per share) | $ / shares

$ 10.00

Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost | $

$ 41,526,000

Preferred stock, conversion basis

$ 40,498,000

Preferred stock, voting rights

Holders of redeemable convertible preferred stock are entitled to vote together with the holders of common stock as a single class on all matters.

OTI

Common stock, par value (in dollars per share) | $ / shares

$ 0.00001

Common stock, shares authorized (in shares)

210,956,516

Stock, shares authorized (in shares)

342,367,887

Authorized stock, par value (in dollars per share) | $ / shares

$ 0.00001

Stock issued from conversion of note (in shares)

1,253,556

Convertible notes payable | $

$ 4,600,000

Investor | OTI

Stock issued from conversion of note (in shares)

44,256

Convertible notes payable | $

$ 45,000

Redeemable convertible preferred stock

Issuance of redeemable convertible preferred stock, net of discount and issuance cost, Shares

4,232,947

^[1]

88,434,754

Redeemable convertible preferred stock | OTI

Redeemable convertible preferred stock, shares authorized (in shares)

131,411,372

Series Seed Redeemable Convertible Preferred Stock [Member]

Redeemable convertible preferred stock, shares authorized (in shares)

2,068,201

Issuance of redeemable convertible preferred stock, net of discount and issuance cost, Shares

313,581

396,405

1,327,094

Redeemable convertible preferred stock liquidation preference per share | $ / shares

$ 100,000

$ 1.45

Convertible preferred stock, price per share | $ / shares

$ 1.45

Convertible preferred stock shares were converted to shares of the Company's common stock

$ 500,000

$ 600,000

$ 1,800,000

2,068,201

Dividends on preferred stock per share | $ / shares

0.0870

Convertible preferred stock conversion price per share | $ / shares

1.45

Series Seed Redeemable Convertible Preferred Stock [Member] | OTI

Issuance of redeemable convertible preferred stock, net of discount and issuance cost, Shares

445,942

563,725

1,887,253

Redeemable convertible preferred stock, issue price (in dollars per share) | $ / shares

$ 1.02

Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost | $

$ 500,000

$ 600,000

$ 1,800,000

Stock issued during period, conversion of convertible securities (in shares)

$ 100,000

2,941,176

Redeemable convertible preferred stock dividends (in dollars per share) | $ / shares

$ 0.0612

Redeemable convertible preferred stock liquidation preference per share | $ / shares

1.02

Convertible preferred stock, conversion price (in dollars per share) | $ / shares

1.02

Series A Redeemable Convertible Preferred Stock [Member]

Redeemable convertible preferred stock, shares authorized (in shares)

2,353,432

Issuance of redeemable convertible preferred stock, net of discount and issuance cost, Shares

503,280

931,381

Redeemable convertible preferred stock liquidation preference per share | $ / shares

$ 200,000

16.14

Convertible preferred stock, price per share | $ / shares

$ 16.09

Convertible preferred stock shares were converted to shares of the Company's common stock

$ 8,100,000

$ 14,800,000

2,316,147

Dividends on preferred stock per share | $ / shares

0.9655

Convertible preferred stock conversion price per share | $ / shares

$ 16.14

Series A Redeemable Convertible Preferred Stock [Member] | OTI

Issuance of redeemable convertible preferred stock, net of discount and issuance cost, Shares

715,712

1,324,511

Redeemable convertible preferred stock, issue price (in dollars per share) | $ / shares

$ 11.3158

Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost | $

$ 8,100,000

$ 14,800,000

Stock issued during period, conversion of convertible securities (in shares)

$ 200,000

3,293,779

Redeemable convertible preferred stock dividends (in dollars per share) | $ / shares

0.6789

Redeemable convertible preferred stock liquidation preference per share | $ / shares

11.3518

Convertible preferred stock, conversion price (in dollars per share) | $ / shares

11.3518

Series B Redeemable Convertible Preferred Stock [Member]

Redeemable convertible preferred stock, shares authorized (in shares)

131,411,372

Issuance of redeemable convertible preferred stock, net of discount and issuance cost, Shares

17,781,234

26,700,658

12,179,245

31,773,617

Redeemable convertible preferred stock liquidation preference per share | $ / shares

$ 0.47

Convertible preferred stock, price per share | $ / shares

$ 0.47

Dividends on preferred stock per share | $ / shares

$ 8,400,000

$ 12,500,000

$ 5,800,000

$ 15,100,000

0.0284

Convertible preferred stock conversion price per share | $ / shares

$ 0.47

Series B Redeemable Convertible Preferred Stock [Member] | OTI

Redeemable convertible preferred stock, shares authorized (in shares)

131,411,372

Issuance of redeemable convertible preferred stock, net of discount and issuance cost, Shares

25,286,587

37,970,846

17,320,031

45,185,071

Redeemable convertible preferred stock, issue price (in dollars per share) | $ / shares

$ 0.3323

$ 0.33

Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost | $

$ 8,400,000

$ 12,500,000

$ 5,800,000

$ 15,100,000

Redeemable convertible preferred stock dividends (in dollars per share) | $ / shares

100,000

$ 100,000

0.019938

Redeemable convertible preferred stock liquidation preference per share | $ / shares

0.3323

Convertible preferred stock, conversion price (in dollars per share) | $ / shares

$ 0.3323

Amendment [Member]

Common stock, par value (in dollars per share) | $ / shares

$ 0.00001

Common stock, shares authorized (in shares)

210,956,516

Redeemable convertible preferred stock, shares authorized (in shares)

131,411,372

Amended, authorizes share to issue

342,367,887

Common stock, voting rights

The holder of each share of common stock is entitled to one vote. The holders of outstanding common stock are entitled to elect four directors.

SeriesA Preferred Stock Upon Conversion Multiple Notes [Member]

Issuance of redeemable convertible preferred stock, net of discount and issuance cost, Shares

881,486

Conversion of a note having a balance of principal and interest | $

$ 4,600,000

Maximum [Member] | Series B Redeemable Convertible Preferred Stock [Member]

Minimum [Member] | Series B Redeemable Convertible Preferred Stock [Member]

$ 100,000

The holders of the Series Seed redeemable convertible preferred stock entitled to elect two directors

7,500,000

Investors [Member] | Series Seed Redeemable Convertible Preferred Stock [Member]