0001628280-23-009161 | 10-K | XBRL Viewer

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

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,
	2022		2021		2020
Americas	$	15,977	$	15,656	$	8,764
Asia and Pacific	9,510		7,334		4,270
Europe, Middle East and Africa	15,542		10,588		5,870
Total	$	41,029	$	33,578	$	18,904

Description of Business and Basis of Presentation	12 Months Ended
Description of Business and Basis of Presentation	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation Description of Business Ouster, Inc. was incorporated in the Cayman Islands on June 4, 2020 as “Colonnade Acquisition Corp”. Following the closing of the business combination in March 2021, the Company domesticated as a Delaware corporation and changed its name to “Ouster, Inc.” The Company’s prior operating subsidiary, Ouster Technologies, Inc. (“OTI”), 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 Colonnade Merger (as defined below) and to Ouster, Inc. (formerly known as Colonnade Acquisition Corp.) and its consolidated subsidiaries following the consummation of the Colonnade Merger. Colonnade Acquisition Corp. (“CLA”), the Company’s legal predecessor, was originally a blank check company incorporated as a Cayman Islands exempted company on June 4, 2020. CLA 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 (the “Colonnade Merger”) pursuant to an Agreement and Plan of Merger (the “Colonnade Merger Agreement”) dated as of December 21, 2020, details of which are included below. 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”). All intercompany balances and transactions have been eliminated in consolidation. Impact of the COVID-19 Pandemic Ouster has been actively monitoring the COVID-19 pandemic on a global scale and continues to evaluate the long-term impacts on the business while keeping abreast of the latest developments, particularly the variants of the virus, to ensure preparedness for Ouster’s employees and its business. We maintain our commitment to protecting the health and safety of our employees and customers. We continue to adapt and enhance our safety protocols as we follow the guidance from local authorities. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s 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 events that are uncertain, including as a result of new information that continues to emerge concerning the virus, its variants, the deployment and effectiveness of vaccination roll-outs, vaccination hesitancy, therapeutics, and the actions taken to contain the virus or treat it, as well as the economic impact on local, regional, national and international customers and markets. Thus, the Company is not able to estimate the future consequences on its operations, its financial condition, or its liquidity. Liquidity 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, 2022, the Company had an accumulated deficit of approximately $441.9 million. The Company has historically financed its operations primarily through the Colonnade 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 it has sufficient capital to fund its obligations after closing the Velodyne Merger (as defined below, for additional information, Note 18), as they become due, in the ordinary course of business for at least one year from the date these consolidated financial statements are available for issuance. Merger Agreement with Velodyne Lidar, Inc. On November 4, 2022, the Company entered into an Agreement and Plan of Merger (the “Velodyne Merger Agreement”) with Velodyne Lidar, Inc., a Delaware corporation (“Velodyne”), Oban Merger Sub, Inc., a Delaware corporation and one of the Company’s direct, wholly owned subsidiaries (“Velodyne Merger Sub I”) and Oban Merger Sub II LLC, a Delaware limited liability company and one of the Company’s direct, wholly owned subsidiaries (“Velodyne Merger Sub II”). On February 10, 2023, the Company completed the merger of equals with Velodyne pursuant to the terms of the Agreement and Plan of Merger with Velodyne, Merger Sub I and Merger Sub II (the “Velodyne Merger”). In connection with the closing of the Velodyne Merger, the Company and Velodyne now operate as a single combined company. Merger Agreement with Colonnade Acquisition Corp. and Beam Merger Sub, Inc. On December 21, 2020, OTI entered into the Colonnade 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 Colonnade Merger Agreement, and on March 11, 2021, the transactions contemplated by the Colonnade Merger Agreement were consummated. Pursuant to the terms of the Colonnade 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 Colonnade Merger Agreement, the “Colonnade Merger”), with OTI surviving the Colonnade Merger. As a result of the Colonnade 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 Colonnade 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 Colonnade 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 Colonnade 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 Colonnade 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 Colonnade Merger, the Company received gross proceeds of $299.9 million from the Colonnade Merger and private offering, offset by $8.5 million of pre-merger costs relating to CLA and offerings costs of $26.6 million. The Colonnade Merger was accounted for as a reverse recapitalization under US 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 Colonnade Merger, OTI’s operations prior to the Colonnade Merger comprising the only ongoing operations of the Company following the Colonnade Merger, and OTI’s senior management prior to the Colonnade Merger comprising a majority of the senior management of the Company following the Colonnade Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Colonnade 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 Colonnade Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Colonnade Merger have been retroactively restated as shares reflecting the exchange ratio established in the Colonnade Merger Agreement. PIPE Investment On December 21, 2020, concurrently with the execution of the Colonnade 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 Colonnade Merger. At the Market Issuance Sales Agreement On April 29, 2022, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc., pursuant to which the Company may offer and sell, from time to time, through or to the agents, acting as agent or principal, shares of the Company’s common stock having an aggregate offering price of up to $150.0 million under the Company’s Form S-3 registration statement. From the date of the ATM Agreement through December 31, 2022, the Company sold 7,833,709 shares at a weighted-average sales price of $2.08 per share, resulting in cumulative gross proceeds to the Company totaling approximately $16.8 million before deducting offering costs, sales commissions and fees. Loan and Security Agreement On April 29, 2022, the Company entered into the Loan and Security Agreement (as amended by the First Amendment to Loan and Security Agreement, dated as of August 5, 2022, the Consent and Second Amendment to Loan and Security Agreement, dated as of November 1, 2022 (the “Second Amendment”), and the Third Amendment to Loan and Security Agreement, dated as of February 10, 2023 (the “Third Amendment”), the “Loan Agreement”) with Hercules Capital, Inc. as administrative agent and collateral agent (“Hercules”). The Loan Agreement provides the Company with a term loan of up to $50.0 million, subject to terms and conditions. The Company borrowed the initial tranche of $20.0 million on April 29, 2022. On October 17, 2022, the Company borrowed an additional $20.0 million. For additional information, see Note 7. Debt.

Convertible Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Apr. 03, 2020	Oct. 31, 2017	Nov. 30, 2019	Apr. 30, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Interest expense					$ 2,694	$ 504	$ 2,517
Stock issued from conversion of note (in shares)		1,253,556
Derivative Liability Statement Of Financial Position Extensible Enumeration Not Disclosed Flag							outstanding derivative liability
2018 Convertible Notes \| Notes Payable, Other Payables
Debt Instrument [Line Items]
Convertible promissory notes	$ 40,200
Repurchase of common stock				$ 40,000
Debt issuance cost				$ 300
Debt instrument, term (on or after)				2 years
Repayment of debt on lender's request, percentage of outstanding principal held by lender (at least)				60.00%
Repayment of debt on lender's request, notice term				10 days
Debt instrument, paid-in-kind interest rate				5.00%
Debt instrument, convertible, gross proceeds from sale of stock in the event of qualified financing (at least)				$ 5,000
Debt instrument, convertible, gross proceeds from sale of stock in the event of non-qualified financing (less than)				5,000
Debt instrument, convertible, calculation of conversion price, numerator				400,000
Interest expense							$ 600
Amortization of debt issuance costs							100
Interest payable	$ 2,800
Stock issued from conversion of note (in shares)	3,005,762
Debt instrument, convertible, conversion price (in dollars per share)	$ 14.33
Gain from debt conversion	$ 42,500
2018 Convertible Notes \| Notes Payable, Other Payables \| Investor
Debt Instrument [Line Items]
Convertible promissory notes				$ 40,300
2019 Convertible Notes \| Notes Payable, Other Payables
Debt Instrument [Line Items]
Convertible promissory notes	29,300		$ 29,300
Repurchase of common stock			29,200
Debt issuance cost			$ 100
Repayment of debt on lender's request, percentage of outstanding principal held by lender (at least)			60.00%
Repayment of debt on lender's request, notice term			10 days
Debt instrument, convertible, gross proceeds from sale of stock in the event of non-qualified financing (less than)			$ 20,000
Debt instrument, convertible, calculation of conversion price, numerator			$ 300,000
Interest expense							400
Amortization of debt issuance costs							$ 100
Interest rate			5.00%
Debt instrument, convertible, conversion price, percent of stock price			85.00%
Interest payable	$ 700
Stock issued from conversion of note (in shares)	4,196,178
Debt instrument, convertible, conversion price (in dollars per share)	$ 7.17
Gain from debt conversion	$ 29,300
Derivative liability	5,300
Extinguishment of derivative liability, amount	$ 5,300

Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted-average remaining lease term	4 years 6 months 7 days	5 years 6 months 10 days
Weighted-average discount rate	4.66%	4.55%

Stock-based compensation - Narrative (Details)			1 Months Ended		12 Months Ended
Stock-based compensation - Narrative (Details)	Mar. 11, 2021 shares	Oct. 12, 2020 USD ($) shares	Jun. 30, 2021 shares	Mar. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) plan $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Oct. 22, 2021 shares
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of equity incentive plans \| plan					4
Number of shares underlying outstanding options, options granted (in shares)						645,796	37,663,242
Employee stock purchase plan, maximum per employee during a purchase right period \| $					$ 7,500
Proceeds from ESPP purchase \| $					378,000	$ 0	$ 0
Promissory notes \| $					39,574,000
Options granted, weighted average grant date fair value (in dollars per share) \| $ / shares						$ 5.90	$ 1.10
Options assumed, weighted average grant date fair value (in dollars per share) \| $ / shares						$ 3.11
Unamortized stock-based compensation expense of option \| $					13,600,000
Proceeds from exercise of stock options and purchase of shares \| $					$ 800,000	$ 500,000	$ 1,300,000
Management and Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Promissory notes, percentage forgiven				50.00%
Certain Executives
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Proceeds from noteholders debt \| $				$ 500,000
Promissory Note \| Notes Payable, Other Payables \| Management and Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Promissory notes \| $		$ 1,100,000
Interest rate		0.38%
2021 Incentive Award Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares reserved for issuance (in shares)	18,558,576
Increase in number of shares authorized, annual increase percentage	5.00%
2015 Stock Plan \| Management and Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Vested options, exercised in period (in shares)		2,883,672
Unvested options, exercised in period (in shares)		4,603,833
2015 Stock Plan \| Certain Executives
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Compensation cost upon forgiveness of promissory notes \| $						$ 500,000
2022 Employee Stock Purchase Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares reserved for issuance (in shares)					6,600,000
Employee stock purchase plan, maximum employee subscription rate					15.00%
Employee stock purchase plan, offering period					24 months
Employee stock purchase plan, purchase price of common stock, percent					85.00%
Issuance of common stock to employees under employee stock purchase plan (in shares)					300,000
Shares issued (in dollars per share) \| $ / shares					$ 1.1730
Proceeds from ESPP purchase \| $					$ 400,000
Stock Options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unamortized stock-based compensation expense, period for recognition					1 year 8 months 12 days
Stock Options \| Sense Photonics Inc.
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation arrangement, number of shares assumed in business combination								823,114
Stock Options \| 2021 Incentive Award Plan \| Share-based Payment Arrangement, Tranche One
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage					25.00%
Stock Options \| 2021 Incentive Award Plan \| Share-based Payment Arrangement, Monthly Vesting for Thirty Six Month
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage	2.78%
Stock Options \| 2021 Incentive Award Plan \| One Senior Advisor
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period				5 years
Number of shares underlying outstanding options, options granted (in shares)				1,614,492
Common stock price to option exercise price, threshold percentage				130.00%
Threshold number of consecutive trading days				30 days
Number of shares forfeited (in shares)			1,614,492
Stock Options \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche One
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				20.00%
Stock Options \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Two
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				20.00%
Stock Options \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Three
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				20.00%
Stock Options \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Four
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				20.00%
Stock Options \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Five
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				20.00%
Stock Options \| 2015 Stock Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Minimum exercise price as percentage of fair value of shares on grant date					100.00%
Award vesting period					4 years
Stock Options \| 2015 Stock Plan \| A Shareholder with 10% Ownership
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Option expiration period					5 years
Minimum exercise price as percentage of fair value of shares on grant date					110.00%
Shareholder ownership percentage					10.00%
Stock Options \| 2015 Stock Plan \| Maximum
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Option expiration period					10 years
Restricted Stock Award \| 2021 Incentive Award Plan \| Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period					4 years
Restricted Stock Award \| 2015 Stock Plan \| Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, vested percentage					100.00%
Restricted Stock Award \| 2015 Stock Plan \| Employee \| Share-based Payment Arrangement, Tranche One
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage					25.00%
Restricted Stock Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period					2 years 8 months 12 days
Stock granted in period, other than options (in shares)					15,710,791	5,899,954
RSU, cost not yet recognized \| $					$ 61,900,000
Restricted Stock Units \| Sense Photonics Inc.
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation arrangement, number of shares assumed in business combination								4,490,980
Restricted Stock Units \| 2021 Incentive Award Plan \| Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period					4 years
Award vesting rights, vested percentage					100.00%
Restricted Stock Units \| 2021 Incentive Award Plan \| One Senior Advisor
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period				5 years
Stock granted in period, other than options (in shares)				807,246
Restricted Stock Units \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche One
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				20.00%
Restricted Stock Units \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Two
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				20.00%
Restricted Stock Units \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Three
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				20.00%
Restricted Stock Units \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Four
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				20.00%
Restricted Stock Units \| 2021 Incentive Award Plan \| One Senior Advisor \| Share-based Payment Arrangement, Tranche Five
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				20.00%
Restricted Stock Units \| 2021 Incentive Award Plan \| Several Members of the Board of Directors
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock granted in period, other than options (in shares)				152,628
Restricted Stock Units \| 2015 Stock Plan \| Employee \| Share-based Payment Arrangement, Tranche One
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage					25.00%
Performance Stock Units \| 2021 Incentive Award Plan \| One Senior Advisor
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period				4 years
Stock granted in period, other than options (in shares)				807,246
Percentage of performance stock units				25.00%
Number of common stock received upon vesting of each performance stock unit (in shares)				1
Performance Stock Units \| 2021 Incentive Award Plan \| Minimum \| One Senior Advisor
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Performance stock, stock price increase percentage				150.00%
Performance Stock Units \| 2021 Incentive Award Plan \| Maximum \| One Senior Advisor
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Performance stock, stock price increase percentage				300.00%

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2022	Mar. 23, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39463
Entity Registrant Name	Ouster, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2528989
Entity Address, Address Line One	350 Treat Avenue
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94110
City Area Code	415
Local Phone Number	949-0108
Title of 12(g) Security
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 252.5
Entity Common Stock, Shares Outstanding		386,269,049
Entity Central Index Key	0001816581
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Common stock, $0.0001 par value per share
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	OUST
Security Exchange Name	NYSE
Warrants to purchase common stock
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase common stock
Trading Symbol	OUST WS
Security Exchange Name	NYSE
Warrants to purchase common stock expiring 2025
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase common stock expiring 2025
Trading Symbol	OUST WTA
Security Exchange Name	NYSEAMER

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

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, 2022
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	121,100	$	—	$	—	$	121,100
Total financial assets	$	121,100	$	—	$	—	$	121,100
Liabilities
Warrant liabilities	$	—	$	—	$	180	$	180
Total financial liabilities	$	—	$	—	$	180	$	180


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	177,513	$	—	$	—	$	177,513
Total financial assets	$	177,513	$	—	$	—	$	177,513
Liabilities
Warrant liabilities	$	—	$	—	$	7,626	$	7,626
Total financial liabilities	$	—	$	—	$	7,626	$	7,626

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 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 8).

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		Private Placement Warrant Liability		Derivative liability
Fair value as of January 1, 2020	$	(162)	$	—	$	—	$	—
Initial recognition of preferred stock warrant liability upon subsequent issuance of warrants	(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)		—		—		—
Private placement warrant liability acquired as part of the Colonnade Merger	—		—		(19,377)		—
Change in the fair value included in other income (expense), net	(8,804)		—		11,751
Issuance of preferred stock upon exercise of warrants	58,097		—		—		—
Fair value as of December 31, 2021	—		—		(7,626)		—
Change in the fair value included in other income (expense), net	—		—		7,446		—
Fair value as of December 31, 2022	$	—	$	—	$	(180)	$	—

Non-Recurring Fair Value Measurements

The Company has certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.

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 and short-term debt. The carrying values of these financial instruments approximate their fair values.

- Definition

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

Business Combination and Related Transactions - Schedule of Business Acquisitions, Reconciliation of Preliminary Total Consideration (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Oct. 22, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Measurement period adjustment, fair value of common stock issued at closing			$ (358)
Measurement period adjustment, net assets acquired			(358)
Assets acquired:
Finite-lived intangible assets		$ 23,400	23,400	$ 23,400
Goodwill		51,076	51,152	51,076	$ 0
Measurement period adjustment			76
Liabilities assumed:
Measurement period adjustment, other non-current liabilities			(200)
Developed technology
Assets acquired:
Finite-lived intangible assets		15,900	15,900	15,900
Vendor relationship
Assets acquired:
Finite-lived intangible assets		6,600	6,600	6,600
Customer relationships
Assets acquired:
Finite-lived intangible assets		900	900	900
Sense Photonics Inc.
Business Acquisition [Line Items]
Business combination, consideration transferred, equity interests issued	$ 60,000		59,666	60,024
Fully vested replacement equity awards			1,081	1,081
Payments to acquire businesses	11,700		11,703	11,703
Business combination, consideration transferred	$ 72,800	72,808	72,450
Measurement period adjustment, net assets acquired			(358)
Assets acquired:
Cash		689	689	689
Restricted cash		69	69	69
Accounts receivable, net		768	768	768
Prepaid expenses and other current assets		463	463	463
Property and equipment, net		626	626	626
Goodwill		51,076	51,152	51,076
Measurement period adjustment			76
Total assets acquired		77,091	77,167	77,091
Measurement period adjustment, total assets acquired			76
Liabilities assumed:
Accounts payable		(266)	(266)	(266)
Accrued and other current liabilities		(1,540)	(1,774)	(1,540)
Measurement period adjustment, accrued and other current liabilities			(234)
Other non-current liabilities		0	(200)	0
Deferred tax liability		(2,477)	(2,477)	(2,477)
Total liabilities assumed		(4,283)	(4,717)	(4,283)
Measurement period adjustment, total liabilities assumed			(434)
Net Assets acquired		72,808	72,450	72,808
Sense Photonics Inc. \| Developed technology
Assets acquired:
Finite-lived intangible assets		15,900	15,900	15,900
Sense Photonics Inc. \| Vendor relationship
Assets acquired:
Finite-lived intangible assets		6,600	6,600	6,600
Sense Photonics Inc. \| Customer relationships
Assets acquired:
Finite-lived intangible assets		$ 900	$ 900	$ 900

Convertible Notes Payable	12 Months Ended
Convertible Notes Payable	Dec. 31, 2022
Debt Disclosure [Abstract]
Convertible Notes Payable	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 were 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 carried paid in-kind interest of 5%. The notes and all accrued but unpaid interest were 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. For the year ended December 31, 2020, the Company recognized interest expense of $0.6 million and amortization of debt discount issuance costs, included in interest expense of $0.1 million 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 Convertible 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 2020 Investors, and carried interest at 5% per annum which in addition to the notes was 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 2020 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 provided the lenders a right to a fixed number of the Company’s shares upon conversion of the notes (the “conversion option”). Other settlement features provided 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 did not meet the requirements to be separately accounted for as a derivative liability. However, certain redemption features of the 2019 Convertible Notes met the requirements for separate accounting and were accounted for as a single, compound derivative instrument. The derivative instrument was recorded at fair value at inception and was 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 4). 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. For the year ended December 31, 2020, the Company recognized interest expense of $0.4 million and amortization of debt discount issuance costs, included in interest expense of $0.1 million in relation with the 2019 Convertible Notes.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	56,788,963	50,843,376	127,121,148
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	0	0	88,434,754
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	21,017,162	22,675,729	25,732,503
Public and private common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	15,999,900	15,999,900	4,443,862
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	16,510,193	10,106,993	0
Unvested early exercised common stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	750,276	2,043,288	6,212,254
ESPP shares pending issuance
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	2,511,432	0	0
Unvested RSAs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	0	17,466	146,675
Vested and early exercised options subject to nonrecourse notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	0	0	2,151,100

Redeemable Convertible Preferred and Common Stock (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Redeemable Convertible Preferred Stock

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


Series	December 31, 2020
	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

Net Loss Per Common Share - Schedule of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss available to common stockholders, basic	$ (138,560)	$ (93,981)	$ (106,780)
Net loss available to common stockholders, diluted	$ (138,560)	$ (93,981)	$ (106,780)
Denominator:
Weighted-average shares used to compute basic net loss per share (in shares)	177,923,156	133,917,571	17,858,976
Weighted-average shares used to compute diluted net loss per share (in shares)	177,923,156	133,917,571	17,858,976
Net loss per common share, basic (in dollars per share)	$ (0.78)	$ (0.70)	$ (5.98)
Net loss per common share, diluted (in dollars per share)	$ (0.78)	$ (0.70)	$ (5.98)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Stock-based Compensation - Schedule of Stock Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 33,321	$ 25,363	$ 12,057
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	24,236	13,306	0
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	8,851	12,035	11,064
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	220	0	0
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 14	$ 22	$ 993

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (138,560)	$ (93,981)	$ (106,780)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	9,456	5,477	3,718
Stock-based compensation	33,321	25,363	12,057
Deferred income taxes	0	(2,477)	0
Change in right-of-use asset	2,730	2,180	1,887
Interest expense	799	36	1,030
Amortization of debt issuance costs and debt discount	160	250	258
Change in fair value of warrant liabilities	(7,446)	(2,947)	48,440
Change in fair value of derivative liability	0	0	5,308
Gain on extinguishment of tranche right liability	0	0	(1,610)
Inventory write down	1,600	808	797
Provision for doubtful accounts	346	379	67
Loss from disposal of property and equipment	430	0	0
Changes in operating assets and liabilities:
Accounts receivable	(856)	(8,007)	(1,457)
Inventory	(13,684)	(3,440)	(3,146)
Prepaid expenses and other assets	(3,148)	350	(1,442)
Accounts payable	4,191	(2,442)	144
Accrued and other liabilities	3,196	9,060	(417)
Operating lease liability	(3,225)	(1,670)	(971)
Net cash used in operating activities	(110,690)	(71,061)	(42,117)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property & equipment	275	0	0
Purchases of property and equipment	(5,422)	(4,283)	(3,509)
Acquisition, net of cash acquired	0	(10,946)
Net cash used in investing activities	(5,147)	(15,229)	(3,509)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the merger and private offering	0	291,442	0
Payment of offering costs	0	(26,620)	0
Repayment of debt	0	(7,000)	(3,000)
Proceeds from issuance of promissory notes to related parties	0	5,000	0
Repayment of promissory notes to related parties	0	(5,000)	0
Repurchase of common stock	(45)	(45)	0
Proceeds from exercise of stock options	470	526	1,337
Proceeds from ESPP purchase	378	0	0
Proceeds from exercise of warrants	0	1	0
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost of 265	0	0	41,526
Proceeds from borrowings, net of debt discount and issuance costs	39,077	0	0
Proceeds from the issuance of common stock under at-the-market offering, net of commissions and fees	16,322	0	0
Taxes paid related to net share settlement of restricted stock units	(59)	0	0
Net cash provided by financing activities	55,602	258,304	39,863
Effect of exchange rates on cash and cash equivalents	(143)	0	0
Net increase (decrease) in cash, cash equivalents and restricted cash	(60,378)	172,014	(5,763)
Cash, cash equivalents and restricted cash at beginning of period	184,656	12,642	18,405
Cash, cash equivalents and restricted cash at end of period	124,278	184,656	12,642
SUPPLEMENTAL DISCLOSURES OF OPERATING ACTIVITIES:
Cash paid for interest	1,735	635	1,228
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Property and equipment purchases included in accounts payable and accrued liabilities	269	377	232
Equity issued in connection with acquisition	0	61,105	0
Issuance of redeemable convertible preferred stock upon exercise of warrants	0	58,097	0
Conversion of redeemable convertible preferred stock to common stock	0	97,322	40,016
Right-of-use assets obtained in exchange for operating lease liability	571	6,265	6,409
Unpaid at-the-market offering costs	5	0	0
Common Stock
CASH FLOWS FROM FINANCING ACTIVITIES
At-the-market offering costs for the issuance of common stock	$ (541)	$ 0	$ 0

Redeemable Convertible Preferred and Common Stock

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Redeemable Convertible Preferred and Common Stock

Redeemable Convertible Preferred and Common StockThe Company’s common stock trades on the New York Stock Exchange under the symbol “OUST” and the Company’s warrants trade on the New York Stock Exchange and NYSE American under the symbols “OUST WS” and “OUST WTA,” respectively. Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company

is authorized to issue 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 Colonnade 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 Colonnade Merger Agreement to determine the number of shares of common stock into which they were converted.

Immediately prior to the Colonnade 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.

On March 11, 2021, upon the closing of the Colonnade Merger Agreement (Note 1), all of OTI’s outstanding redeemable convertible preferred stock was converted to the Company’s common stock pursuant to the conversion rate effective immediately prior to the Colonnade Merger and the remaining amount was reclassified to additional paid-in capital. As of December 31, 2022 and 2021, the Company does not have any redeemable convertible preferred stock outstanding.

ATM Agreement

On April 29, 2022, the Company entered into the ATM Agreement pursuant to which the Company may, subject to the terms and conditions set forth in the agreement offer and sell, from time to time, through or to the agents, acting as agent or principal, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $150.0 million.

From the date of the ATM Agreement through December 31, 2022, the Company sold 7,833,709 shares at a weighted-average sales price of $2.08 per share, resulting in cumulative gross proceeds to the Company totaling approximately $16.8 million before deducting offering costs, sales commissions and fees. Cumulative net proceeds to the Company totaled approximately $15.8 million after deducting offering costs, sales commissions and fees. The Company plans to use the net proceeds from this offering for working capital and general corporate purposes.

In September 2022, the Company suspended sales of common stock through its ATM Agreement. The remaining availability under the ATM Agreement as of December 31, 2022 is approximately $133.2 million.

Series Seed Financing and conversion

In April 2016, the Company 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, the Company 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, the Company 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, the Company 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 the Company’s common stock.

Series A Financing and conversion

In October 2017, the Company 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, the Company 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, 2018, the Company 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 the Company’s common stock.

Series B Financing

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

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


Series	December 31, 2020
	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

The significant features of the Company’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 were to 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 could 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 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 were in excess of amounts distributed to the preferred stockholders, the remaining assets and funds were to 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 not assessable 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 would be adjusted for any stock splits, stock dividends, combination, subdivisions, recapitalization or similar transactions.

Shares of Series B redeemable convertible preferred stock were 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, recapitalization 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.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 122,932	$ 182,644
Restricted cash, current	257	977
Accounts receivable, net	11,233	10,723
Inventory	19,533	7,448
Prepaid expenses and other current assets	8,543	5,566
Total current assets	162,498	207,358
Property and equipment, net	9,695	10,054
Operating lease, right-of-use assets	12,997	15,156
Goodwill	51,152	51,076
Intangible assets, net	18,165	22,652
Restricted cash, non-current	1,089	1,035
Other non-current assets	541	371
Total assets	256,137	307,702
Current liabilities:
Accounts payable	8,798	4,863
Accrued and other current liabilities	17,473	14,173
Operating lease liability, current portion	3,221	3,067
Total current liabilities	29,492	22,103
Operating lease liability, long-term portion	13,400	16,208
Warrant liabilities (At December 31, 2022 and 2021 related party $63 and $2,669, respectively)	180	7,626
Debt	39,574	0
Other non-current liabilities	1,872	1,065
Total liabilities	84,518	47,002
Commitments and contingencies (Note 10)
Redeemable convertible preferred stock, $0.0001 par value per share; 100,000,000 shares authorized at December 31, 2022 and 2021; Nil shares issued and outstanding at December 31, 2022 and 2021, respectively (aggregate liquidation preference of nil at December 31, 2022 and 2021, respectively)	0	0
Stockholders’ equity:
Common stock, $0.0001 par value; 1,000,000,000 shares authorized at December 31, 2022 and 2021; 186,587,986 and 172,200,417 issued and outstanding at December 31, 2022 and 2021, respectively	19	17
Additional paid-in capital	613,665	564,045
Accumulated deficit	(441,916)	(303,356)
Accumulated other comprehensive loss	(149)	(6)
Total stockholders’ equity	171,619	260,700
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity	$ 256,137	$ 307,702

Income taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at the beginning of the year	$ 18,534	$ 971	$ 651
Decreases:
For current year’s tax positions	0	0	0
For prior years’ tax positions	(64)	0	0
Increases:
For current year’s tax positions	320	551	320
For prior years’ tax positions	22	17,012	0
Balance at the end of the year	$ 18,812	$ 18,534	$ 971

Fair Value of Financial Instruments - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details) - Level 3 - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Redeemable Convertible Preferred Stock Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 0	$ (49,293)	$ (162)
Private placement warrant liability acquired as part of the Colonnade Merger			(691)
Change in the fair value included in other income (expense), net	0	(8,804)	(48,440)
Private placement warrant liability acquired as part of the Colonnade Merger		0
Issuance of preferred stock upon exercise of warrants		58,097
Fair value, ending balance	0	0	(49,293)
Redeemable Convertible Preferred Stock Tranche Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	0	0	0
Private placement warrant liability acquired as part of the Colonnade Merger			(1,610)
Issuance of preferred stock upon exercise of warrants			1,610
Fair value, ending balance	0	0	0
Private Placement Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	(7,626)
Change in the fair value included in other income (expense), net	7,446	11,751
Private placement warrant liability acquired as part of the Colonnade Merger		(19,377)
Fair value, ending balance	(180)	(7,626)
Derivative liability
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			(5,308)
Extinguishment of derivative liability upon conversion of convertible notes			5,308
Fair value, ending balance	$ 0	$ 0	$ 0

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Weighted Average Remaining Lease Term and Discount Rate

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


	December 31,
	2022		2021
Weighted-average remaining lease term	4.52		5.53
Weighted-average discount rate	4.66	%	4.55	%

Schedule of Maturities of Operating Lease Liabilities

The maturities of the operating lease liabilities as of December 31, 2022 were as follows (in thousands):


Year ending December 31,
2023	$	3,981
2024	4,072
2025	3,967
2026	4,019
2027 and thereafter	2,733
Total undiscounted lease payments	18,772
Less: imputed interest	(2,151)
Total operating lease liabilities	$	16,621

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events As noted above, on February 10, 2023, the Company completed the Velodyne Merger with Velodyne pursuant to the terms of the Velodyne Agreement with Velodyne, Velodyne Merger Sub I and Velodyne Merger Sub II. In connection with the closing of the Velodyne Merger, the Company and Velodyne now operate as a single combined company. Velodyne shares ceased trading on the Nasdaq after market close on February 10, 2023, and each Velodyne share was exchanged for 0.8204 shares of Ouster common stock. The combined company will keep the name Ouster and continue to trade on New York Stock Exchange under the ticker “OUST.” In connection with the closing of the Velodyne Merger the Company undertook actions to reduce operating expenses by initiating a reduction in force that is expected to impact approximately 180-200 employees and consolidating some of its facilities, including Velodyne’s facility in India (collectively, the “Restructuring Initiatives”). The Restructuring Initiatives are expected to result in a range of approximately $27.0 million - $30.0 million of aggregate charges, which we anticipate to include $12.0 million - $13.0 million of one-time cash termination benefits, $0.5 million of termination costs related to the facility in India, and approximately $14.5 million - $16.5 million of non-cash stock-based compensation charge related to the vesting of share-based awards for employees who are terminated. These actions are consistent with the Company’s previously stated intention to derive operational synergies from the combined enterprise resulting from the Mergers. Through these initiatives, the Company seeks to streamline the organization and re-balance resources to better align with the Company’s priorities following the Mergers. The Company anticipates that most of these charges will be recognized in the Company’s first fiscal quarter of 2023. On January 20, 2023, Oban Merger Sub, Inc. (“Merger Sub”) and Oban Merger Sub II LLC (“Merger Sub II”, together with Merger Sub, collectively, the “Subsidiary Guarantors”) entered into the Joinder Agreement by and between the Subsidiary Guarantors and Hercules, pursuant to which the Subsidiary Guarantors became guarantors under the Loan Agreement. On February 10, 2023, the Company entered into the Third Amendment to Loan and Security Agreement (the “Third Amendment”), which amends certain provisions of the Loan Agreement to (i) increase the existing debt baskets for (a) purchase money debt and capital leases, and (b) letter of credit obligations; (ii) provide for increased flexibility to maintain cash in non-US accounts; and (iii) provide for increased flexibility to relocate certain equipment.

Warrants and Tranche Liabilities - Schedule of Fair Value Measurement Inputs of Private Placement Warrants (Details) - Valuation Technique, Option Pricing Model - Private Placement Warrants	Dec. 31, 2022 $ / shares year	Dec. 31, 2021 $ / shares year	Mar. 11, 2021 $ / shares year
Stock price
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| $ / shares	0.86	5.20	12.00
Exercise price of warrant
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	11.50	11.50	11.50
Term (years)
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	3.19	4.19	5.00
Expected volatility
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.7001	0.5700	0.2700
Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.0439	0.0114	0.0078

Balance Sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued compensation	$ 3,758	$ 3,229
Uninvoiced receipts	10,727	9,835
Other	2,987	1,109
Total accrued and other current liabilities	$ 17,473	$ 14,173

Balance Sheet Components - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2023	$ 4,486
2024	4,071
2025	1,988
2026	1,988
2027	1,988
Thereafter	3,644
Net Book Value	$ 18,165	$ 22,652

Income taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 43,990	$ 42,721
Credits	4,828	3,955
Stock based compensation	3,653	2,826
Accruals and reserves	1,748	1,248
Fixed assets	2,771	991
Operating lease liability	3,631	4,360
Capitalized research and development expenditures	15,875	0
Gross deferred tax assets	76,496	56,101
Valuation allowance	(69,608)	(47,420)
Net deferred tax assets	6,888	8,681
Deferred tax liabilities:
Intangible property	(4,077)	(5,287)
Operating lease, right of use assets	(2,811)	(3,394)
Gross deferred tax liabilities	(6,888)	(8,681)
Net deferred tax assets	$ 0	$ 0

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-in- Capital	Notes receivable from stockholders	Accumulated Deficit	Accumulated other comprehensive loss
Beginning balance (in shares) at Dec. 31, 2019		4,384,348
Beginning balance at Dec. 31, 2019		$ 40,016
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of redeemable convertible preferred stock (in shares)		88,434,754
Issuance of redeemable convertible preferred stock		$ 39,225
Conversion of redeemable convertible preferred stock to common stock (in shares)		(4,384,348)
Conversion of redeemable convertible preferred stock to common stock		$ (40,016)
Ending balance (in shares) at Dec. 31, 2020		88,434,754
Ending balance at Dec. 31, 2020		$ 39,225
Beginning balance (in shares) at Dec. 31, 2019			7,902,407
Beginning balance at Dec. 31, 2019	$ (100,319)		$ 0	$ 2,320	$ (44)	$ (102,595)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	12,221,364		12,221,363
Issuance of common stock upon exercise of stock options	$ 379			379
Vesting of early exercised stock options	379			379
Stock-based compensation expense	12,057			12,057
Net loss	(106,780)					(106,780)
Conversion of redeemable convertible preferred stock to common stock (in shares)			4,384,348
Conversion of redeemable convertible preferred stock to common stock	40,016			40,016
Issuance of common stock upon vesting of restricted stock awards (in shares)			1,617,264
Issuance of common stock upon exercise of restricted stock awards	6			6
Conversion of convertible notes to common stock (in shares)			7,201,912
Conversion of convertible notes to common stock	78,311			78,311
Reclassification of a note receivable from a stockholder	44				44
Ending balance (in shares) at Dec. 31, 2020			33,327,294
Ending balance at Dec. 31, 2020	$ (75,907)		$ 0	133,468	0	(209,375)	0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of redeemable convertible preferred stock (in shares)		4,232,947
Issuance of redeemable convertible preferred stock		$ 58,097
Conversion of redeemable convertible preferred stock to common stock (in shares)		(92,667,701)
Conversion of redeemable convertible preferred stock to common stock		$ (97,322)
Ending balance (in shares) at Dec. 31, 2021	0
Ending balance at Dec. 31, 2021	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	2,155,348		2,148,437
Issuance of common stock upon exercise of stock options	$ 526			526
Repurchase of common stock (shares)			(406,845)
Repurchase of common stock	(45)			(45)
Vesting of early exercised stock options	877			877
Net loss	(93,981)					(93,981)
Other comprehensive loss	(6)						(6)
Issuance of common stock upon exercise of warrants (in shares)			100
Issuance of common stock upon exercise of warrants	1			1
Conversion of redeemable convertible preferred stock to common stock (in shares)			92,667,701
Conversion of redeemable convertible preferred stock to common stock	97,322		$ 12	97,310
Issuance of common stock upon merger and private offering, net of acquired private placement warrants of $19,377 (in shares)			34,947,657
Issuance of common stock upon merger and private offering, net of acquired private placement warrants of $19,377	272,065		$ 4	272,061
Offering costs in connection with the merger	(26,620)			(26,620)
Issuance of common stock in connection with acquisition (in shares)			9,163,982
Issuance of common stock in connection with acquisition	60,024		$ 1	60,023
Issuance of replacement equity awards in connection with acquisition	1,081			1,081
Stock-based compensation expense, including vesting of restricted stock units (in shares)			458,012
Stock-based compensation expense, including vesting of restricted stock units	$ 25,363			25,363
Cancellation of previously issued awards			(105,921)
Ending balance (in shares) at Dec. 31, 2021	172,200,417		172,200,417
Ending balance at Dec. 31, 2021	$ 260,700		$ 17	564,045	0	(303,356)	(6)
Ending balance (in shares) at Dec. 31, 2022	0
Ending balance at Dec. 31, 2022	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds from at-the-market offering, net of commissions and fees and issuance costs (in shares)			7,833,709
Proceeds from at-the-market offering, net of commissions and fees and issuance costs	$ 15,776		$ 1	15,775
Issuance of common stock upon exercise of stock options (in shares)	2,133,181		2,158,503
Issuance of common stock upon exercise of stock options	$ 470			470
Issuance of common stock upon exercise of restricted stock awards - net of tax withholding (in shares)			4,439,713
Issuance of common stock upon exercise of restricted stock units - net of tax withholding	(58)		$ 1	(59)
Issuance of common stock to employees under employee stock purchase plan (in shares)			322,010
Issuance of common stock to employees under employee stock purchase plan	378			378
Repurchase of common stock (shares)			(311,236)
Repurchase of common stock	(45)			(45)
Cancellation of Sense acquisition shares (in shares)			(55,130)
Cancellation of Sense acquisition shares	(358)			(358)
Vesting of early exercised stock options	138			138
Stock-based compensation expense	33,321			33,321
Net loss	(138,560)					(138,560)
Other comprehensive loss	$ (143)						(143)
Ending balance (in shares) at Dec. 31, 2022	186,587,986		186,587,986
Ending balance at Dec. 31, 2022	$ 171,619		$ 19	$ 613,665	$ 0	$ (441,916)	$ (149)

Balance Sheet Components - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 22,849	$ 20,794
Less: Accumulated depreciation	(13,154)	(10,740)
Property and equipment, net	$ 9,695	10,054
Machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 8,716	8,404
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 340	498
Automotive and vehicle hardware
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Property, plant and equipment, gross	$ 93	93
Software
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 85	104
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	7 years
Property, plant and equipment, gross	$ 848	730
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,448	1,700
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 9,319	$ 9,265

Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Total Purchase \| Supplier Concentration Risk \| Supplier B
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% for cells with asterisk)	28.00%	20.00%	15.00%
Customer A \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% for cells with asterisk)	10.00%	11.00%

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Letters of credit In connection with certain office leasehold interests in real property located in San Francisco (350 Treat Ave and, 2741 16th Street) and in Paris (5, rue Coq Héron), the Company obtained letters of credit from certain banks 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 consolidated balance sheets as of December 31, 2022 and 2021. The outstanding amount of the letters of credit was $1.3 million and $2.0 million as of December 31, 2022 and 2021, respectively. Non-cancelable purchase commitments As of December 31, 2022, the Company had non-cancelable purchase commitments to a third-party contract manufacturer for approximately $22.3 million and other vendors for approximately $6.3 million. Litigation The Company is involved in various legal proceedings arising in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. Legal fees are expensed as incurred. The Company has identified certain claims as a result of which a loss may be incurred, but in the aggregate any loss is expected to be immaterial. This assessment is based on our current understanding of relevant facts and circumstances. As such, our view of these matters is subject to inherent uncertainties and may change in the future. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Actual outcomes of these legal and regulatory proceedings may materially differ from our current estimates. The Company has made no accruals with respect to the following: On December 1, 2022, December 20, 2022, December 29, 2022, and January 9, 2023, purported stockholders of Velodyne filed the following lawsuits against Velodyne and certain of its directors and officers in the Southern District of New York for violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and U.S. Securities and Exchange Commission (“SEC”) Rule 14a-9: O’Dell v. Velodyne, et. al., Carlisle v. Velodyne, et. al., Wheeler v. Velodyne et. al., and Cristino v. Velodyne, et. al. The complaints allege that Velodyne’s disclosures in connection with the Merger with Ouster were materially incomplete and misleading. The plaintiff in O’Dell v. Velodyne et. al. voluntarily dismissed his complaint on January 17, 2023. Velodyne also received eleven demand letters from stockholders making similar allegations regarding Velodyne’s disclosures relating to the Merger. The Company does not believe the allegations in the complaints and demand letters are meritorious, and intends to defend against them vigorously. On June 14, 2022, Velodyne filed a lawsuit against the Company relating to two patents and requested an International Trade Commission proceeding with respect to the same two patents. On July 8, 2022, the Company filed a complaint against Velodyne, alleging multiple claims including intellectual property misappropriation and false advertising. In connection with the Velodyne Merger, the matters were dismissed. On June 10, 2021, the Company received a letter from the SEC notifying us of an investigation and document subpoena. The subpoena seeks documents regarding projected financial information in CLA’s Form S-4 registration statement filed on December 22, 2020. The Company has complied with the SEC’s requests to date; however, the SEC may request additional documents or information. 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, 2022 and 2021.

Stock-based compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation

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,
	2022		2021		2020
Cost of revenue	$	783	$	637	$	657
Research and development	14,611		7,240		6,059
Sales and marketing	7,065		3,823		640
General and administrative	10,862		13,663		4,701
Total stock-based compensation	$	33,321	$	25,363	$	12,057

The following table summarizes stock-based compensation expense by award type (in thousands):


	Year Ended December 31,
	2022		2021		2020
RSUs	$	24,236	$	13,306	$	—
Stock Options	8,851		12,035		11,064
Employee stock purchase plan	220		—		—
RSAs	14		22		993
Total stock-based compensation	$	33,321	$	25,363	$	12,057

Schedule of Stock Option Activity

Stock option activity for the years ended December 31, 2022, 2021 and 2020 is as follows:


	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, 2020	1,599,645	$	6.58	8.8	$	3,020
Options granted	37,663,242	0.45		9.4	363,941
Options exercised	(12,221,364)	0.20			121,106
Options cancelled	(1,309,020)	1.58			—
Outstanding—December 31, 2020	25,732,503	$	0.56	9.5	$	245,746
Options assumed through acquisition	823,114	5.05		8.3	125
Options granted	645,796	10.26		9.3	—
Options exercised	(2,155,348)	0.22			10,742
Options cancelled	(916,969)	0.30			4,492
Outstanding—December 31, 2021	24,129,096	$	1.01	8.6	$	100,992
Options exercised	(2,133,181)	0.20			4,639
Options cancelled	(978,753)	2.86			1,015
Outstanding—December 31, 2022	21,017,162	$	1.01	7.7	$	8,285
Vested and expected to vest—December 31, 2022	21,017,162	$	1.01	7.7	$	8,285
Exercisable—December 31, 2022	12,398,966	$	0.91	7.7	$	5,178

Schedule of Stock Options Outstanding and Exercisable

The following table summarizes information about stock options outstanding and exercisable at December 31, 2022.


		Options Outstanding
Exercise Price		Options Outstanding	Weighted Average Remaining Contractual Life (Years)	Options Exercisable
$	0.18	3,773,175	7.5	2,933,506
$	0.21	8,814,619	7.8	4,908,617
$	1.42	7,524,114	7.8	4,075,561
$	5.24	259,457	5.8	212,201
$	10.26	645,797	8.4	269,081
		21,017,162		12,398,966

Schedule of Stock Options Valuation Assumptions

The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended December 31, 2021 and 2020 were as follows:


	Year Ended December 31,
	2021	2020
Expected term (in years)	6.0	5.0 - 6.1
Risk-free interest rate	1.0%	0.3% - 1.5%
Expected volatility	63.2%	57.4% - 63.3%
Expected dividend rate	0%	0%

The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options assumed during the year ended December 31, 2021 were as follows:


			Year Ended December 31,
			2021
Expected term (in years)			3.1 - 5.6
Risk-free interest rate			0.8% - 1.3%
Expected volatility			44.1% - 48.6%
Expected dividend rate			0%

Schedule of Nonvested Restricted Stock Awards Activity

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


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—January 1, 2021	—	$	—
Assumed through acquisition	4,490,980	6.55
Granted during the year	5,899,954	9.39
Canceled during the year	(552,072)	8.89
Vested during the year	(512,290)	10.30
Unvested—December 31, 2021	9,326,572	$	7.82
Granted during the year	15,710,791	$	2.74
Canceled during the year	(4,071,027)	$	5.60
Vested during the year	(4,456,143)	$	6.16
Unvested—December 31, 2022	16,510,193	$	3.98

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 2,502	$ 1,970
Prepaid insurance	1,442	1,355
Receivable from contract manufacturer	2,526	1,344
Other current assets	2,073	897
Total prepaid and other current assets	$ 8,543	$ 5,566

Income taxes - Schedule of Income (Loss) before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ (139,295)	$ (96,956)	$ (106,508)
Foreign	1,040	181	103
Loss before income taxes	$ (138,255)	$ (96,775)	$ (106,405)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 32
-Subparagraph (f)
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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-Section 25
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-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Section S99
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-Subparagraph (SX 210.5-03(10))
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Stock-based compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Outstanding shares
Restricted stock awards, beginning balance (in shares)	9,326,572	0
Assumed through acquisition (in shares)		4,490,980
Granted (in shares)	15,710,791	5,899,954
Canceled (in shares)	(4,071,027)	(552,072)
Vested (in shares)	(4,456,143)	(512,290)
Restricted stock awards, ending balance (in shares)	16,510,193	9,326,572
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 7.82	$ 0
Assumed through acquisition (in dollars per share)		6.55
Granted (in dollars per share)	2.74	9.39
Canceled (in dollars per share)	5.60	8.89
Vested (in dollars per share)	6.16	10.30
Ending balance (in dollars per share)	$ 3.98	$ 7.82

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Stockholders' Equity [Abstract]
Commissions and fees	$ 505
Issuance cost	$ 546
Acquired private placement warrants		$ 19,377

Revenue - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 41,029	$ 33,578	$ 18,904
Product
Disaggregation of Revenue [Line Items]
Revenue	41,029	33,578	16,886
Product \| Transferred at Point in Time
Disaggregation of Revenue [Line Items]
Revenue	$ 41,000	$ 33,600	16,900
Service, Non-recurring Engineering Work
Disaggregation of Revenue [Line Items]
Revenue			$ 2,000

- Definition

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)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&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)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

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)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

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)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Redeemable convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Redeemable convertible preferred stock, shares issued (in shares)	0	0
Redeemable convertible preferred stock, shares outstanding (in shares)	0	0
Redeemable convertible preferred stock, liquidation preference	$ 0	$ 0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	186,587,986	172,200,417
Common stock, shares outstanding (in shares)	186,587,986	172,200,417
Warrant liabilities	$ 180	$ 7,626
Related Party
Warrant liabilities	$ 63	$ 2,669

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Convertible Preferred Stock
Issuance cost	$ 265

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Auditor Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	San Jose, California
Auditor Firm ID	238

Net Loss Per Common Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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,
	2022		2021		2020
Numerator:
Net loss	$	(138,560)	$	(93,981)	$	(106,780)
Denominator:
Weighted average shares used to compute basic and diluted net loss per share	177,923,156		133,917,571		17,858,976
Net loss per common share-basic and diluted	$	(0.78)	$	(0.70)	$	(5.98)

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:


	December 31,
	2022	2021	2020
Redeemable convertible preferred stock	—	—	88,434,754
Options to purchase common stock	21,017,162	22,675,729	25,732,503
Public and private common stock warrants	15,999,900	15,999,900	4,443,862
Restricted Stock Units	16,510,193	10,106,993	—
Unvested early exercised common stock options	750,276	2,043,288	6,212,254
ESPP shares pending issuance	2,511,432	—	—
Unvested RSAs	—	17,466	146,675
Vested and early exercised options subject to nonrecourse notes	—	—	2,151,100
Total	56,788,963	50,843,376	127,121,148

Warrants and Tranche Liabilities - Schedule of Fair Value Measurement Inputs of Redeemable Convertible Preferred Stock Warrants (Details) - Valuation Technique, Option Pricing Model - Redeemable Convertible Preferred Stock Warrants	Mar. 11, 2021 $ / shares year	Feb. 11, 2021 $ / shares year	Dec. 31, 2020 $ / shares year	Apr. 03, 2020 $ / shares year	Nov. 27, 2018 $ / shares year
Stock price
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| $ / shares	8.44	10.27	7.11	5.80	5.80
Term (years)
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| year	2.00	2.00	2.00	9.31	10.00
Expected volatility
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
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.0013	0.0013	0.0013	0.0175	0.0306
Dividend yield
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0	0	0	0	0

Income taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income taxes

Income (loss) before income taxes for the years ended December 31, 2022, 2021 and 2020 are as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Domestic	$	(139,295)	$	(96,956)	$	(106,508)
Foreign	1,040		181		103
Total	$	(138,255)	$	(96,775)	$	(106,405)

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


	Year Ended December 31,
	2022		2021		2020
Current:
Federal	$	—	$	—	$	—
State	62		1		1
Foreign	243		36		23
Total current expense	305		37		24
Deferred:
Federal	—		(2,185)		—
State	—		(646)		351
Foreign	—		—		—
Total deferred (benefit) expense	—		(2,831)		351
Total income tax expense (benefit)	$	305	$	(2,794)	$	375

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


	Year Ended December 31,
	2022		2021		2020
Tax at federal statutory rate	$	(29,034)	$	(20,323)	$	(22,344)
State income taxes, net of federal benefit	57		(644)		1,330
Stock compensation	5,587		1,271		2,786
Foreign rate differential	25		(2)		—
Tax credits	(539)		(539)		(539)
Fair value changes - warrants	(1,564)		(619)		11,192
Valuation allowance	25,666		20,058		(6,812)
Non-deductible expenses	78		(2,031)		(485)
Convertible debt cancellation of indebtedness income	—		—		15,079
Other	29		35		168
Total tax provision (benefit)	$	305	$	(2,794)	$	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,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	43,990	$	42,721
Credits	4,828		3,955
Stock based compensation	3,653		2,826
Accruals and reserves	1,748		1,248
Fixed assets	2,771		991
Operating lease liability	3,631		4,360
Capitalized research and development expenditures	15,875		—
Gross deferred tax assets	76,496		56,101
Valuation allowance	(69,608)		(47,420)
Net deferred tax assets	6,888		8,681
Deferred tax liabilities:
Intangible property	(4,077)		(5,287)
Operating lease, right of use assets	(2,811)		(3,394)
Gross deferred tax liabilities	(6,888)		(8,681)
Net deferred tax assets	$	—	$	—

The Company has established a full valuation allowance of $69.6 million and $47.4 million for the years ended December 31, 2022 and 2021, 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, 2022. 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 $22.2 million and $28.1 million during the years ended December 31, 2022 and 2021, respectively. The increase in valuation allowance is primarily attributable to the generation of net operating losses and capitalization of research and development expenditures, which became enacted for tax year beginning after December 31, 2021, during 2022.

As of December 31, 2022, the Company had federal net operating loss carryforwards and state net operating loss carryforwards of approximately $246.2 million and $124.9 million, respectively. As of December 31, 2022, 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 2031 through 2042. As of December 31, 2022, the amount of federal net operating loss that does not expire is $237.7 million.

As of December 31, 2021, the Company had federal net operating loss carryforwards and state net operating loss carryforwards of approximately $224.4 million and $146.8 million, respectively. As of December 31, 2021, 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. As of December 31, 2021, the amount of federal net operating loss that does not expire is $215.9 million.

As of December 31, 2022, the Company had federal and state research and development credit carryforwards of approximately $4.7 million and $2.9 million, respectively. As of December 31, 2021, the Company had federal and state research and development credit carryforwards of approximately $4.0 million and $2.3 million, respectively. As of December 31, 2022 the federal credits will expire starting in 2035, if not utilized and state credits carryforward indefinitely.

The Tax Reform Act of 1986 and similar state legislation impose substantial restrictions on the utilization of the net operating losses and tax credit carryforwards in the event there is a change in ownership as provided by Section 382 and Section 383 of the Internal Revenue Code and similar state provisions. Such ownership change could result in the limitation and /or expiration of the net operating loss and tax credit carryforwards before utilization, which could result in increased future tax liabilities. While the Company has experienced ownership shifts, there has been no limitation or loss of tax attributes as of December 31, 2022.

Beginning January 1, 2022, the Tax Cuts and Jobs Act (the "Tax Act”) eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenditures pursuant to Internal Revenue Code (“IRC”) Section 174. The capitalized research and development expenditures are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses. As a result of this provision of the Tax Act, deferred tax assets related to capitalized research expenditures increased by $15.9 million.

ASC 740, Income Taxes (“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, 2022 and 2021 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 balance of gross unrecognized tax benefits as of December 31, 2022, and 2021 was $18.8 million and $18.5 million, respectively. Out of the total unrecognized tax benefits, $0.1 million at December 31, 2022, if recognized, would impact 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, 2022 and 2021, 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, 2022, 2021 and 2020 (in thousands):


	Year Ended December 31,
	2022		2021		2020
Balance at the beginning of the year	$	18,534	$	971	$	651
Decreases:
For current year’s tax positions	—		—		—
For prior years’ tax positions	(64)		—		—
Increases:
For current year’s tax positions	320		551		320
For prior years’ tax positions	22		17,012		—
Balance at the end of the year	$	18,812	$	18,534	$	971

The Company files income tax returns in the U.S. for Federal, California, and other US states, as well as miscellaneous foreign jurisdictions. 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, 2022, 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.

- Definition

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
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-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Warrants and Tranche Liabilities - Narrative (Details)	1 Months Ended		2 Months Ended	3 Months Ended	12 Months Ended
Warrants and Tranche Liabilities - Narrative (Details)	Aug. 31, 2020 USD ($) $ / shares shares	Jul. 31, 2020 USD ($) $ / shares shares	May 31, 2020 $ / shares shares	Mar. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Mar. 11, 2021 USD ($) shares	Apr. 03, 2020 USD ($) $ / shares shares	Aug. 05, 2019 USD ($) $ / shares shares	Nov. 27, 2018 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Warrant, expiration period					10 years
Warrant, fair value					$ 180,000	$ 7,626,000
Warrants, loss (gain) from fair value adjustment					(7,446,000)	(2,947,000)	$ 48,440,000
Warrants outstanding (in shares) \| shares								15,999,996
Series B Redeemable Convertible Preferred Stock
Class of Warrant or Right [Line Items]
Issuance of redeemable convertible preferred stock (in shares) \| shares	25,286,587	37,970,846	62,505,102
Preferred stock issued (in dollars per share) \| $ / shares		$ 0.3323	$ 0.3323
Proceeds from issuance of redeemable convertible preferred stock		$ 12,500,000
At-the-market offering costs for the issuance of common stock		$ 100,000
Other Income (Expense), Net \| Series B Redeemable Convertible Preferred Stock
Class of Warrant or Right [Line Items]
Gain on expiration of tranche right	$ 1,600,000
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	$ 11.3518
Warrant, fair value										$ 100,000	$ 100,000
Warrants, loss (gain) from fair value adjustment				$ (200,000)
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
Series B Redeemable Convertible Preferred Stock Warrants
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, expiration period									10 years
Warrant, fair value									$ 700,000
Series B Redeemable Convertible Preferred Stock Warrants \| Other Income (Expense), Net
Class of Warrant or Right [Line Items]
Warrants, loss (gain) from fair value adjustment						8,300,000
Redeemable Convertible Preferred Stock Tranche Right
Class of Warrant or Right [Line Items]
Warrants issued, exercise price (in dollars per share) \| $ / shares			$ 0.3323
Private Placement Warrants \| Sponsor
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares) \| shares	6,000,000
Warrants issued, exercise price (in dollars per share) \| $ / shares	$ 11.50
Warrant, expiration period	5 years
Warrant, fair value	$ 19,400,000
Sale of warrants, price (in dollars per share) \| $ / shares	$ 1.00
Warrant, aggregated purchase price	$ 6,000,000
Warrant, exercisable, threshold period	12 months
Number of ordinary shares called by each warrant (in shares) \| shares	1							1
Private Placement Warrants \| CLA
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares								6,000,000
Private Placement Warrants \| Other Income (Expense), Net \| Sponsor
Class of Warrant or Right [Line Items]
Warrants, loss (gain) from fair value adjustment					$ (7,400,000)	$ (11,800,000)
Public Warrants
Class of Warrant or Right [Line Items]
Warrant, fair value								$ 17,900,000
Sale of warrants, price (in dollars per share) \| $ / shares	$ 0.01
Warrants outstanding (in shares) \| shares								9,999,996
Warrant, conversion ratio	1
Class of warrant or right, exercisable, threshold common stock price (in dollars per share) \| $ / shares	$ 18.00
Class of warrant or right, exercisable, threshold trading days	20 days
Class of warrant or right, exercisable, threshold trading-day period	30 days
Public Warrants \| CLA
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, expiration period	5 years
Warrant, exercisable, threshold period	12 months

Warrants and Tranche Liabilities

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Warrants and Tranche Liabilities

On November 27, 2018, in connection with the execution of the Runway Loan and Security Agreement, the Company issued a warrant to purchase 35,348 shares of Series A Preferred Stock of the Company 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, 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 at an exercise price of $11.3518 per share.

The Runway warrant had a term expiring upon the earlier of 10-year anniversary from the issuance date and liquidation of the Company. The Runway warrant had 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 Runway warrant contained 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 fair value of the Runway warrant 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. The Runway warrant was exercised on March 11, 2021.

On April 3, 2020, in connection with the closing of the Series B redeemable convertible preferred stock, the Company 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. These Series B warrants included a cashless exercise provision under which their holders could, 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 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 year ended December 31, 2021, 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 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
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		%

Series B Redeemable Convertible Preferred Stock Tranche

In April 2020 and May 2020, the Company issued 62,505,102 shares of Series B redeemable convertible preferred stock at $0.3323 per share. For each share purchased, the purchaser had an option to purchase an additional share of Series B redeemable convertible preferred stock at $0.3323 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 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, upon the expiration of the Tranche Right, 25,286,587 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 within other income (expense), net in the consolidated statements of operations and comprehensive loss.

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 became exercisable 12 months following the closing of the Company’s IPO, and will expire 5 years from the completion of the Colonnade Merger, or earlier upon redemption or liquidation. Each Private Placement warrant is 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 December 31, 2022 and 2021, resulting in a gain of $7.4 million and $11.8 million in the years ended December 31, 2022 and 2021, respectively, 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			December 31, 2021			December 31, 2022
Stock price	$	12.00		$	5.20		$	0.86
Exercise price of warrant	$	11.50		$	11.50		$	11.50
Term (years)	5.00			4.19			3.19
Expected volatility	27.00		%	57.00		%	70.01		%
Risk-free interest rate	0.78		%	1.14		%	4.39		%

Public Warrants

CLA, in its IPO in August 2020, issued 20,000,000 units that each consisted of one Class A ordinary share and one-half warrant to purchase a Class A ordinary share, which the Company refers to as CLA warrants before the Colonnade Merger and Public warrants after the Colonnade 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 became exercisable 12 months following the closing of the Company’s IPO, and will expire five years from the completion of the Colonnade Merger, or earlier upon redemption or liquidation. Each Public warrant is exercisable at a price of $11.50 per share. On March 11, 2021, upon the closing of the Colonnade Merger pursuant to the Colonnade 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 Colonnade Merger in the amount of $17.9 million.

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.

Summary of Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 507	$ 128	$ 117
Provisions	346	379	67
Uncollectible accounts written off, net of recoveries	0	0	(56)
Ending balance	$ 853	$ 507	$ 128

Balance Sheet Components - Reconciliation of Cash, Cash Equivalents and Restricted Cash Reported (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 122,932	$ 182,644	$ 11,362
Restricted cash, current	257	977	276
Restricted cash, non-current	1,089	1,035	1,004
Total cash, cash equivalents and restricted cash	$ 124,278	$ 184,656	$ 12,642	$ 18,405

Stock-based compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Shares Underlying Outstanding Options
Number of shares underlying outstanding options, beginning balance (in shares)	24,129,096	25,732,503	1,599,645
Number of shares underlying outstanding options, options assumed through acquisition (in shares)		823,114
Number of shares underlying outstanding options, options granted (in shares)		645,796	37,663,242
Number of shares underlying outstanding options, options exercised (in shares)	(2,133,181)	(2,155,348)	(12,221,364)
Number of shares underlying outstanding options, options cancelled (in shares)	(978,753)	(916,969)	(1,309,020)
Number of shares underlying outstanding options, ending balance (in shares)	21,017,162	24,129,096	25,732,503	1,599,645
Number of shares underlying outstanding options, vested and expected to vest (in shares)	21,017,162
Number of shares underlying outstanding options, exercisable (in shares)	12,398,966
Weighted- Average Exercise Price per Share
Weighted average exercise price, beginning balance (in dollars per share)	$ 1.01	$ 0.56	$ 6.58
Weighted average exercise price, options assumed through acquisition (in dollars per share)		5.05
Weighted average exercise price, options granted (in dollars per share)		10.26	0.45
Weighted average exercise price, options exercised (in dollars per share)	0.20	0.22	0.20
Weighted average exercise price, options cancelled (in dollars per share)	2.86	0.30	1.58
Weighted average exercise price, ending balance (in dollars per share)	1.01	$ 1.01	$ 0.56	$ 6.58
Weighted average exercise price, options vested and expected to vest (in dollars per share)	1.01
Weighted average exercise price, options exercisable (in dollars per share)	$ 0.91
Weighted- Average Remaining Contractual Term (in years)
Stock options outstanding, weighted average remaining contractual term	7 years 8 months 12 days	8 years 7 months 6 days	9 years 6 months	8 years 9 months 18 days
Stock options assumed through acquisition, weighted average remaining contractual term		8 years 3 months 18 days
Stock options granted, weighted average remaining contractual term		9 years 3 months 18 days		9 years 4 months 24 days
Stock options exercised, weighted average remaining contractual term
Stock options vested and expected to vest, weighted average remaining contractual term	7 years 8 months 12 days
Stock options exercisable, weighted average remaining contractual term	7 years 8 months 12 days
Aggregate Intrinsic Value
Stock options outstanding, aggregate intrinsic value, beginning balance	$ 100,992	$ 245,746	$ 3,020
Stock options granted, aggregate intrinsic value		0	363,941
Stock options assumed through acquisition, aggregate intrinsic value		125
Stock options exercised, aggregate intrinsic value	4,639	10,742	121,106
Stock options cancelled, aggregate intrinsic value	1,015	4,492	0
Stock options outstanding, aggregate intrinsic value, ending balance	8,285	$ 100,992	$ 245,746	$ 3,020
Stock options vested and expected to vest, aggregate intrinsic value	8,285
Stock options exercisable, aggregate intrinsic value	$ 5,178

Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 6,971	$ 2,401
Work in process	3,857	1,951
Finished goods	8,705	3,096
Total inventory	$ 19,533	$ 7,448

Stock-based compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-based compensation

As of December 31, 2022, the Company has four equity incentive plans, the 2015 Stock Plan (the “2015 Plan”), the Sense 2017 Equity Incentive Plan (the “Sense Plan”), the 2021 Incentive Award Plan (the “2021 Plan”) and 2022 Employee Stock Purchase Plan (the “2022 ESPP” and, collectively with the 2015 Plan, the Sense Plan and the 2021 Plan, together the “Plans”).

The Plans provide for the grant of stock options, stock appreciation rights, restricted stock awards (“RSA”), restricted stock units (“RSUs”), 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 under the Plans may be granted to employees, including officers, and awards under the 2015 Plan, Sense Plan and 2021 Plan also may be granted to directors and consultants, in each case, within the limits defined in the Plans.

Options under the Plans will be exercisable at such times and as specified in the Award Agreement (as defined in the Plans) provided that the term of an option or stock appreciation will not exceed ten years. Options granted under the Plans may be Incentive Stock Options (ISOs) or Non-statutory Stock Options, as determined by the Administrator (as defined in the Plans) 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. 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.

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 exercise price of stock options granted before the Colonnade Merger 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.

2021 Incentive Award Plan

On March 11, 2021, the board of directors approved the 2021 Plan. 18,558,576 shares of the Company’s common stock were 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.

In March 2021, the Company granted an option to purchase 1,614,492 shares of Company common stock, 807,246 restricted stock units and 807,246 performance stock units to a senior advisor serving on the Company’s board of directors as chair. The option would vest over five years starting from the first anniversary from the senior advisor’s employment start date and at a rate of 20% per annum, 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. The restricted stock units would vest over five years starting from the first anniversary from the senior advisor’s employment start date and at a rate of 20% per annum, subject to his continued employment with the Company. The performance stock units would vest 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 constituted the right to receive one share of Company common stock upon vesting. The senior advisor resigned in June 2021 and the option to purchase 1,614,492 shares of Company common stock, all restricted stock unit awards granted and all performance stock unit awards granted were forfeited.

In March 2021, the Company also granted 152,628 restricted stock units to several members of the board of directors subject to standard terms of these awards.

2015 Stock Plan

In 2015, the Company established its 2015 Stock Plan. As of March 11, 2021, the effective time of the Colonnade Merger, the Company no longer grants equity awards pursuant to the 2015 Plan, but it continues to govern the terms of outstanding stock options that were granted prior to that date.

2022 Employee Stock Purchase Plan

The Company’s 2022 ESPP has been offered to all eligible employees since August 2022 and generally permits certain employees to purchase shares of our common stock through payroll deductions of up to 15% of their compensation of each offering period, subject to certain limitations. The 2022 ESPP has overlapping offering periods, with each offering period lasting 24 months. Under the 2022 ESPP, the purchase price of a share under the ESPP equals 85% of the lesser of the fair market value of a share of common stock on either the first or last day of each offering period, but no less than the par value per share of common stock. As of December 31, 2022, 6.6 million shares of our common stock were available for issuance under the 2022 ESPP. The maximum amount that an employee can contribute during a purchase right period is $7,500. The stock-based compensation expense is calculated as of the beginning of the offering period as the fair value of the 2022 ESPP shares utilizing the Black-Scholes option valuation model and is recognized over the offering period. The first offering period under the 2022 ESPP commenced on September 6, 2022. During fiscal 2022 employees purchased approximately 0.3 million shares of common stock under the 2022 ESPP at a purchase price of $1.1730, with proceeds of $0.4 million.

Stock Options Assumed from Acquisition

On October 22, 2021 (“Effective Time”), the Company closed the acquisition of Sense pursuant to the Agreement and Plan of Merger and Plan of Reorganization (“Sense Agreement”). Pursuant to the Sense Agreement, upon the completion of the transaction, the Company assumed the Sense 2017 Equity Incentive Plan (the “Sense Plan”). In addition, pursuant to the Sense Agreement, at the Effective Time, each outstanding option to purchase Sense common stock and each award of time-based RSUs in respect of shares of Sense common stock held by Sense employees, in each case, that was outstanding as of immediately prior to the Effective Time was automatically adjusted by the Exchange Ratio (as defined in the Sense Agreement) and converted into an equity award of the same type covering shares of the Company’s common stock, on the same terms and conditions, (including, if applicable, any continuing vesting requirements) under the applicable Sense plan and award agreement in effect immediately prior to the Effective Time (the “Assumed Awards”).

In connection with the closing of the acquisition, 823,114 stock options and 4,490,980 RSUs were assumed.

Promissory Notes

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 9th 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 Colonnade 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 $0.5 million under each of their respective notes. Additional compensation expense of $0.5 million was recognized in general and administrative expenses in the year ended December 31, 2021.

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,
	2022		2021		2020
Cost of revenue	$	783	$	637	$	657
Research and development	14,611		7,240		6,059
Sales and marketing	7,065		3,823		640
General and administrative	10,862		13,663		4,701
Total stock-based compensation	$	33,321	$	25,363	$	12,057

The following table summarizes stock-based compensation expense by award type (in thousands):


	Year Ended December 31,
	2022		2021		2020
RSUs	$	24,236	$	13,306	$	—
Stock Options	8,851		12,035		11,064
Employee stock purchase plan	220		—		—
RSAs	14		22		993
Total stock-based compensation	$	33,321	$	25,363	$	12,057

Stock option activity for the years ended December 31, 2022, 2021 and 2020 is as follows:


	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, 2020	1,599,645	$	6.58	8.8	$	3,020
Options granted	37,663,242	0.45		9.4	363,941
Options exercised	(12,221,364)	0.20			121,106
Options cancelled	(1,309,020)	1.58			—
Outstanding—December 31, 2020	25,732,503	$	0.56	9.5	$	245,746
Options assumed through acquisition	823,114	5.05		8.3	125
Options granted	645,796	10.26		9.3	—
Options exercised	(2,155,348)	0.22			10,742
Options cancelled	(916,969)	0.30			4,492
Outstanding—December 31, 2021	24,129,096	$	1.01	8.6	$	100,992
Options exercised	(2,133,181)	0.20			4,639
Options cancelled	(978,753)	2.86			1,015
Outstanding—December 31, 2022	21,017,162	$	1.01	7.7	$	8,285
Vested and expected to vest—December 31, 2022	21,017,162	$	1.01	7.7	$	8,285
Exercisable—December 31, 2022	12,398,966	$	0.91	7.7	$	5,178

The following table summarizes information about stock options outstanding and exercisable at December 31, 2022.


		Options Outstanding
Exercise Price		Options Outstanding	Weighted Average Remaining Contractual Life (Years)	Options Exercisable
$	0.18	3,773,175	7.5	2,933,506
$	0.21	8,814,619	7.8	4,908,617
$	1.42	7,524,114	7.8	4,075,561
$	5.24	259,457	5.8	212,201
$	10.26	645,797	8.4	269,081
		21,017,162		12,398,966

No options were granted during the year ended December 31, 2022. The weighted average grant date fair value of options granted during the years ended December 31, 2021 and 2020 was $5.90 and $1.10, respectively. The weighted average grant date fair value of options assumed during the year ended December 31, 2021 was $3.11.

As of December 31, 2022, there was approximately $13.6 million of unamortized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted average period of 1.7 years.

Cash received from option exercises and purchases of shares was $0.8 million, $0.5 million and $1.3 million for years ended December 31, 2022, 2021 and 2020, respectively.


	Year Ended December 31,
	2021	2020
Expected term (in years)	6.0	5.0 - 6.1
Risk-free interest rate	1.0%	0.3% - 1.5%
Expected volatility	63.2%	57.4% - 63.3%
Expected dividend rate	0%	0%

The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options assumed during the year ended December 31, 2021 were as follows:


			Year Ended December 31,
			2021
Expected term (in years)			3.1 - 5.6
Risk-free interest rate			0.8% - 1.3%
Expected volatility			44.1% - 48.6%
Expected dividend rate			0%

Restricted Stock Units (“RSU”)

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


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—January 1, 2021	—	$	—
Assumed through acquisition	4,490,980	6.55
Granted during the year	5,899,954	9.39
Canceled during the year	(552,072)	8.89
Vested during the year	(512,290)	10.30
Unvested—December 31, 2021	9,326,572	$	7.82
Granted during the year	15,710,791	$	2.74
Canceled during the year	(4,071,027)	$	5.60
Vested during the year	(4,456,143)	$	6.16
Unvested—December 31, 2022	16,510,193	$	3.98

As of December 31, 2022, total compensation expense related to unvested RSUs granted to employees, but not yet recognized, was $61.9 million, with a weighted-average remaining vesting period of 2.7 years.

Leases - Narrative (Details) $ in Thousands	12 Months Ended
Leases - Narrative (Details) $ in Thousands	Dec. 31, 2022 USD ($) agreement	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Nov. 30, 2021 USD ($)	May 31, 2020 USD ($)	Sep. 30, 2017 ft²
Lessee, Lease, Description [Line Items]
Operating lease, right-of-use assets	$ 12,997	$ 15,156
Total operating lease liabilities	16,621
Operating lease liability to be paid	18,772
Operating lease, cost	3,900	3,600	$ 2,900
Operating lease, fixed lease expense	3,800	3,000	2,600
Variable lease, cost	100	600	300
Operating lease, payments	$ 4,000	4,200	$ 3,500
350 Treat Building Lease
Lessee, Lease, Description [Line Items]
Area of real estate property \| ft²						26,125
Operating lease, renewal term				4 years 7 months 6 days
Operating lease, base lease payment for extended lease term				$ 7,600
Operating lease liability, adjustment				5,500
Operating lease, right-of-use asset, adjustment				$ 5,500
Operating lease, remaining lease term	4 years 8 months 12 days
Operating lease, right-of-use assets	$ 5,600	6,600
Total operating lease liabilities	$ 7,100	8,300
Discount rate	3.70%
2741 16th Street Lease
Lessee, Lease, Description [Line Items]
Operating lease, renewal term					4 years
Operating lease, base lease payment for extended lease term					$ 8,500
Operating lease liability, adjustment					6,200
Operating lease, right-of-use asset, adjustment					6,200
Operating lease, remaining lease term	4 years 8 months 12 days
Operating lease, right-of-use assets	$ 6,500	7,700
Total operating lease liabilities	$ 8,700	$ 10,100
Discount rate	5.25%
Operating lease, increase in base lease payment					$ 700
2741 16th Street Lease \| Office Building
Lessee, Lease, Description [Line Items]
Area of real estate property \| ft²						20,032
2741 16th Street Lease \| Parking
Lessee, Lease, Description [Line Items]
Area of real estate property \| ft²						25,000
Other Operating Real Estate Leases
Lessee, Lease, Description [Line Items]
Operating lease, number of lease agreements \| agreement	5
Operating lease liability to be paid	$ 900
Other Operating Real Estate Leases \| Minimum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term	1 year
Other Operating Real Estate Leases \| Maximum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term	3 years

Net Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Net Loss Per Common Share, Basic and Diluted

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,
	2022		2021		2020
Numerator:
Net loss	$	(138,560)	$	(93,981)	$	(106,780)
Denominator:
Weighted average shares used to compute basic and diluted net loss per share	177,923,156		133,917,571		17,858,976
Net loss per common share-basic and diluted	$	(0.78)	$	(0.70)	$	(5.98)

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


	December 31,
	2022	2021	2020
Redeemable convertible preferred stock	—	—	88,434,754
Options to purchase common stock	21,017,162	22,675,729	25,732,503
Public and private common stock warrants	15,999,900	15,999,900	4,443,862
Restricted Stock Units	16,510,193	10,106,993	—
Unvested early exercised common stock options	750,276	2,043,288	6,212,254
ESPP shares pending issuance	2,511,432	—	—
Unvested RSAs	—	17,466	146,675
Vested and early exercised options subject to nonrecourse notes	—	—	2,151,100
Total	56,788,963	50,843,376	127,121,148

Balance Sheet Components - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Line Items]
Cash	$ 1,832	$ 5,131
Total cash and cash equivalents	122,932	182,644	$ 11,362
Money market funds
Cash and Cash Equivalents [Line Items]
Cash equivalents	$ 121,100	$ 177,513

Employee benefit plan (Details) - USD ($) $ in Millions	12 Months Ended
Employee benefit plan (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, employer contribution amount	$ 1.5	$ 1.0	$ 0.7
Maximum
Defined Contribution Plan Disclosure [Line Items]
Employer matching contribution, percent (up to)	4.00%

Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

Note 7. 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 was no longer attainable or ceased to fairly reflect the costs of the lender, in which case the applicable interest rate would have been Prime Rate plus 6.0%. In an event of default, annual interest would have been increased by 5.0% above the otherwise applicable rate.

In conjunction with the Runway Loan and Security Agreement, OTI issued a warrant to purchase 35,348 shares of Series A redeemable convertible preferred stock (the “Series A Preferred Stock”) of OTI (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, OTI 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 OTI. 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, 2021 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 December 31, 2022 and 2021, the outstanding principal balance of the loan was nil, respectively.

Promissory notes

The Company issued a $5.0 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 Colonnade 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 Colonnade Merger.

Loan and Security Agreement

On April 29, 2022 (the “Closing Date”), the Company entered into the Loan Agreement with Hercules. The Loan Agreement provides the Company with a term loan facility of up to $50.0 million, subject to certain terms and conditions (the “Term Loan Facility”). The Company borrowed the initial tranche of $20.0 million on April 29, 2022. On October 17, 2022, the Company borrowed an additional $20.0 million. As of December 31, 2022, we did not achieve certain conditions relating to the achievement of trailing twelve month revenue and profit milestones under the Loan Agreement therefore an additional $10.0 million is no longer available to the Company.

Advances under the Loan Agreement bear interest at the rate of interest equal to greater of either (i) (x) the prime rate as reported in The Wall Street Journal plus (y) 6.15%, and (ii) 9.40%, subject to compliance with financial covenants and other conditions. The Loan Agreement includes covenants, limitations, and events of default customary for similar facilities. The Loan Agreement matures on May 1, 2026 (the “Maturity Date”).

Interest on amounts borrowed under the Loan Agreement is payable on a monthly basis until June 1, 2025 (the “Amortization Date”). On and as of the Amortization Date, payments consist of equal monthly installments of principal and interest payable until the secured obligations are repaid in full. However, if the Company achieves certain equity proceeds, revenue or profit targets for the twelve-month period ending December 31, 2023, then the Amortization Date will be extended to the Maturity Date. The entire principal balance and all accrued but unpaid interest shall be due and payable on the Maturity Date. On the earliest to occur of May 1, 2026, the date on which the obligations under the Loan Agreement are paid and the date on which such obligations become due and payable, the Company is also required to pay Hercules an end of term fee in an amount equal to 7.45% of the aggregated amount of all Advances made under the Loan Agreement.

In connection with the Loan Agreement, the Company paid the lender a cash facility and legal fees of $0.6 million and incurred debt issuance costs to third parties that were directly related to issuing debt in the amount of $0.3 million. The effective interest rate on this debt is 17.90% after giving effect to the debt discount, debt issuance costs and the end of term charge.

The Company may prepay the principal of any advance made pursuant to the terms of the Term Loan Facility at any time subject to a prepayment charge equal to: 2.50%, if such advance is prepaid in any of the first 12 months following the Closing Date, 1.50%, if such advance is prepaid after 12 months but prior to 24 months following the Closing Date, and 1.0%, if such advance is prepaid anytime thereafter.

If the Company failed to maintain an unrestricted cash balance of $60.0 million, it would then be subject to a financial covenant that requires the Company to achieve certain trailing twelve-month revenue targets tested quarterly as set forth in the Loan Agreement and commencing with the quarter ending on June 30, 2023. In contemplation of entry into the Velodyne Merger Agreement, on November 1, 2022, the Company entered into the Second Amendment. Pursuant to the terms of the Second Amendment, the financial covenant requiring the Company to achieve certain trailing twelve month revenue thresholds commencing with the quarter ending June 30, 2023 will be eliminated and replaced, contingent upon and effective as of the closing of the transaction under the Velodyne Merger Agreements, with a minimum liquidity financial covenant whereby the Company must maintain at least $60.0 million of cash in deposit accounts that are subject to an account control agreement in favor of Hercules. On February 10, 2023, the Company, entered into Third Amendment, which amends the Loan Agreement to (i) increase the existing debt baskets for (a) purchase money debt and capital leases,

and (b) letter of credit obligations, (ii) provide for increased flexibility to maintain cash in non-US accounts, and (iii) provide for increased flexibility to relocate certain equipment.

As of December 31, 2022, we were in compliance with all financial covenants.

All obligations under the Loan Agreement are unconditionally guaranteed by certain of the Company’s subsidiaries, including Sense Photonics, Inc., a Delaware corporation. The Term Loan Facility is secured by substantially all of the Company’s and the guarantors’ existing and after-acquired assets, including all intellectual property, all securities in existing and future domestic subsidiaries and 65.0% of the securities in foreign subsidiaries, subject to certain exceptions and exclusions.

The Loan Agreement contains customary covenants for transactions of this type and other covenants agreed to by the parties, including, among others, (i) the provision of annual, quarterly and monthly financial statements, management rights and insurance policies and (ii) restrictions on incurring debt, granting liens, making acquisitions, making loans, paying dividends, dissolving, and entering into leases and asset sales. The Loan Agreement also provides for customary events of default, including, among others, payment, bankruptcy, covenant, representation and warranty, change of control, judgment and material adverse effect defaults.

Long-term debt outstanding is summarized below (in thousands):


	December 31, 2022
Long-term debt	$	40,000
End of term fee	337
Less: unamortized debt discount	(496)
Less: debt issuance costs	(267)
Total debt	$	39,574

The unamortized debt discount and debt issuance costs are amortized to interest expense over the life of the instrument using the effective interest rate method. Amortization expense included in the interest expense related to debt discount and debt issuance costs of the Loan Agreement was not material for the year ended December 31, 2022.

Income taxes - Schedule of Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal	$ 0	$ 0	$ 0
State	62	1	1
Foreign	243	36	23
Total current expense	305	37	24
Deferred:
Federal	0	(2,185)	0
State	0	(646)	351
Foreign	0	0	0
Total deferred (benefit) expense	0	(2,831)	351
Total tax provision (benefit)	$ 305	$ (2,794)	$ 375

Balance Sheet Components

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Cash and Cash Equivalents

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


	December 31,
	2022		2021
Cash	$	1,832	$	5,131
Cash equivalents:
Money market funds(1)	121,100		177,513
Total cash and cash equivalents	$	122,932	$	182,644

(1)The Company maintains a cash sweep account, which is included in money market funds as of December 31, 2022 and 2021, respectively. Cash is invested in short-term money market funds that earn interest.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the total of the amounts reported in the consolidated statements of cash flows (in thousands):


	December 31,
	2022		2021		2020
Cash and cash equivalents	$	122,932	$	182,644	$	11,362
Restricted cash, current	257		977		276
Restricted cash, non-current	1,089		1,035		1,004
Total cash, cash equivalents and restricted cash	$	124,278	$	184,656	$	12,642

Inventory

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


	December 31,
	2022		2021
Raw materials	$	6,971	$	2,401
Work in process	3,857		1,951
Finished goods	8,705		3,096
Total inventory	$	19,533	$	7,448

During the years ended December 31, 2022, 2021 and 2020, $1.3 million, $0.8 million and $0.8 million of inventory write downs were charged to cost of revenue.

Prepaid expenses and other current assets

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


	December 31,
	2022		2021
Prepaid expenses	$	2,502	$	1,970
Prepaid insurance	1,442		1,355
Receivable from contract manufacturer	2,526		1,344
Other current assets	2,073		897
Total prepaid and other current assets	$	8,543	$	5,566

Property and Equipment, net

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


	Estimated Useful Life (in years)	December 31,
		2022		2021
Machinery and equipment	3	$	8,716	$	8,404
Computer equipment	3	340		498
Automotive and vehicle hardware	5	93		93
Software	3	85		104
Furniture and fixtures	7	848		730
Construction in progress		3,448		1,700
Leasehold improvements	Shorter of useful life or lease term	9,319		9,265
		22,849		20,794
Less: Accumulated depreciation		(13,154)		(10,740)
Property and equipment, net		$	9,695	$	10,054

Depreciation expense associated with property and equipment was $5.0 million, $4.7 million and $3.7 million in the years ended December 31, 2022, 2021 and 2020, respectively.

The following table summarizes the Company's property and equipment, net by geography (in thousands):


	December 31,
	2022		2021
United States	$	5,295	$	8,254
Thailand	2,481		1,800
France	1,750		—
Others	169		—
Total	$	9,695	$	10,054

Goodwill and Acquired Intangible Assets, Net

In the fourth quarter of 2021, the Company completed the acquisition of Sense Photonics Inc. (“Sense”), a privately held lidar technology company for autonomous vehicles. The transaction has been accounted for as a business combination. The Company purchased all of the outstanding shares of the capital stock of Sense and settled all Sense debt for total consideration of $72.8 million. Goodwill represents the excess of the purchase price over the preliminary estimated fair values of the identifiable assets and assumed liabilities acquired and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition. Goodwill is not deductible for tax purposes.

The following table presents goodwill activity (in thousands):


December 31, 2020	$	—
Goodwill acquired	51,076
December 31, 2021	51,076
Measurement period adjustment	76
December 31, 2022	$	51,152

Goodwill and purchased intangible assets are reviewed for impairment annually during the fourth quarter of each fiscal year and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The process of evaluating the potential impairment of goodwill and intangible assets requires significant judgment. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results.

The Company with the assistance of third-party valuation specialist performed an interim and annual impairment test of its goodwill, as of September 30, 2022 and October 1, 2022, respectively, as a result of the decline in market conditions and updated outlook as a result of the impact of market uncertainties that prolonged sales cycle. The Company’s reporting unit fair value was determined based on a discounted future cash flow model (income approach) and a market approach. The Company’s estimate of fair value included significant judgments and assumptions relating to an implied control premium and comparable company market transactions. The estimated fair value of the reporting unit exceeded its carrying value by approximately 4%. Accordingly, the Company determined that goodwill was not impaired as of September 30, 2022 and October 1, 2022.

The Company with the assistance of third-party valuation specialist performed an interim impairment test of its goodwill in the fourth quarter of 2022 as a result of the continuing market volatility resulting in a decline in the Company’s stock price. The Company’s reporting unit fair value was determined based on a discounted future cash flow model (income approach) and a market approach. The Company’s estimate of fair value included significant judgments and assumptions relating to an implied control premium and comparable company market transactions. The estimated fair value of the reporting unit exceeded its carrying value by approximately 5% as of December 31, 2022. Accordingly, the Company determined that goodwill was not impaired as of December 31, 2022.

Given this level headroom, in the event the financial performance of the Company does not meet management’s current expectations in the future or the Company experiences prolonged market downturns or persistent declines in the Company’s stock price, or there are other negative revisions to key assumptions, the Company may be required to perform additional impairment analyses and could be required to recognize a non-cash goodwill impairment charge.

The following tables present acquired intangible assets, net as of December 31, 2022 and 2021 (in thousands):


		December 31, 2022
	Estimated Useful Life (in years)	Gross Carrying amount		Accumulated Amortization		Net Book Value
Developed technology	8	$	15,900	$	(2,318)	$	13,582
Vendor relationship	3	6,600		(2,567)		4,033
Customer relationships	3	900		(350)		550
Intangible assets, net		$	23,400	$	(5,235)	$	18,165


		December 31, 2021
	Estimated Useful Life (in years)	Gross Carrying amount		Accumulated Amortization		Net Book Value
Developed technology	8	$	15,900	$	(331)	$	15,569
Vendor relationship	3	6,600		(367)		6,233
Customer relationships	3	900		(50)		850
Intangible assets, net		$	23,400	$	(748)	$	22,652

Amortization expense was $4.5 million and $0.7 million in the years ended December 31, 2022 and 2021, respectively. The Company did not have any intangible assets and amortization expense associated as of December 31, 2020.

The following table summarizes estimated future amortization expense of finite-lived intangible assets-net (in thousands):


Years:	Amount
2023	$	4,486
2024	4,071
2025	1,988
2026	1,988
2027	1,988
Thereafter	3,644
Total	$	18,165

Accrued and Other Current Liabilities

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


	December 31,
	2022		2021
Accrued compensation	$	3,758	$	3,229
Uninvoiced receipts	10,727		9,835


Other	2,987		1,109
Total accrued and other current liabilities	$	17,473	$	14,173

Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Revenue from the sale of lidar sensor kits, which is recognized at a point in time, was $41.0 million, $33.6 million and $16.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Service revenue from non-recurring engineering work in relation to the Company’s new product release in early 2020 for the year ended December 31, 2020 was $2.0 million.

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,
	2022		2021		2020
Americas	$	15,977	$	15,656	$	8,764
Asia and Pacific	9,510		7,334		4,270
Europe, Middle East and Africa	15,542		10,588		5,870
Total	$	41,029	$	33,578	$	18,904

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2022

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):


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	121,100	$	—	$	—	$	121,100
Total financial assets	$	121,100	$	—	$	—	$	121,100
Liabilities
Warrant liabilities	$	—	$	—	$	180	$	180
Total financial liabilities	$	—	$	—	$	180	$	180


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	177,513	$	—	$	—	$	177,513
Total financial assets	$	177,513	$	—	$	—	$	177,513
Liabilities
Warrant liabilities	$	—	$	—	$	7,626	$	7,626
Total financial liabilities	$	—	$	—	$	7,626	$	7,626

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		Redeemable Convertible Preferred Stock Tranche Liability		Private Placement Warrant Liability		Derivative liability
Fair value as of January 1, 2020	$	(162)	$	—	$	—	$	—
Initial recognition of preferred stock warrant liability upon subsequent issuance of warrants	(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)		—		—		—
Private placement warrant liability acquired as part of the Colonnade Merger	—		—		(19,377)		—
Change in the fair value included in other income (expense), net	(8,804)		—		11,751
Issuance of preferred stock upon exercise of warrants	58,097		—		—		—
Fair value as of December 31, 2021	—		—		(7,626)		—
Change in the fair value included in other income (expense), net	—		—		7,446		—
Fair value as of December 31, 2022	$	—	$	—	$	(180)	$	—

Warrants and Tranche Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

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
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			December 31, 2021			December 31, 2022
Stock price	$	12.00		$	5.20		$	0.86
Exercise price of warrant	$	11.50		$	11.50		$	11.50
Term (years)	5.00			4.19			3.19
Expected volatility	27.00		%	57.00		%	70.01		%
Risk-free interest rate	0.78		%	1.14		%	4.39		%

Business Combination and Related Transactions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination and Related Transactions

Sense Acquisition

On October 22, 2021, the Company acquired Sense Photonics Inc. (“Sense”), a privately held lidar technology company for autonomous vehicles. The transaction has been accounted for as a business combination. The Company purchased all of the outstanding shares of the capital stock of Sense and settled all Sense debt for total consideration of $72.8 million comprised of 9,163,982 shares of the Company’s common stock having a fair value of $60.0 million, fully vested replacement equity awards having a fair value of $1.1 million, and a cash payment of $11.7 million to settle Sense pre-existing debt and transaction costs incurred by Sense in connection with the acquisition. The Company retained 1,573,427 shares of common stock with the aggregate fair value of $10.3 million to satisfy any necessary adjustments, including without limitation certain indemnification claims and net working capital shortfall (“Holdback Shares”). The Holdback Shares will be released, net of any shares necessary to satisfy all unsatisfied or disputed claims for indemnification and net working capital shortfall, and distributed to the Sense stockholders in 18 months from the acquisition date. The Holdback Shares are considered issued and outstanding from legal perspective and have the same economic and voting rights as other issued and outstanding shares of the Company’s common stock.

Transaction costs incurred by the Company in connection with the acquisition, including professional fees, were $1.5 million.

Measurement period adjustments recognized during 2022 related primarily to updated estimated fair values for assumed employer withholding tax liabilities, royalty liability and a net working capital adjustment. A reconciliation of preliminary total consideration as of December 31, 2021, and total final consideration as of December 31, 2022, are presented below (in thousands):


	As Reported		Measurement Period Adjustment		As Adjusted Value
Fair value of common stock issued at closing	$	60,024	$	(358)	$	59,666
Fully vested replacement equity awards	1,081		—		1,081
Cash paid at closing to settle Sense pre-existing debt and transaction costs incurred by Sense	11,703		—		11,703
Total consideration	$	72,808	$	(358)	$	72,450


	As Reported		Measurement Period Adjustment		As Adjusted Value
Assets acquired:
Cash	$	689	$	—	$	689
Restricted cash	69		—		69
Accounts receivable, net	768		—		768
Prepaid expenses and other current assets	463		—		463
Property and equipment, net	626		—		626
Developed technology	15,900		—		15,900
Vendor relationship	6,600		—		6,600
Customer relationships	900		—		900
Goodwill	51,076		76		51,152
Total assets acquired	$	77,091	$	76	$	77,167
Liabilities assumed:
Accounts payable	$	(266)	$	—	$	(266)
Accrued and other current liabilities	(1,540)		(234)		(1,774)
Other non-current liabilities	—		(200)		(200)
Deferred tax liability	(2,477)		—		(2,477)
Total liabilities assumed	$	(4,283)	$	(434)	$	(4,717)
Net Assets acquired	$	72,808	$	(358)	$	72,450

The fair value assigned to developed technology was determined as of the acquisition date under the relief-from-royalty rate method using Level 3 inputs. Management applied significant judgment in estimating the fair value of the developed technology, which involved significant assumptions related to the revenue growth rates, the relief-from-royalty rate, the discount rate, and the economic life. The fair values assigned to the vendor relationship and customer relationships were determined using Level 3 inputs under the with-and-without method. These Level 3 inputs include revenue growth rates, discount rate and period to recreate the relationship.

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and assumed liabilities acquired and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition. Goodwill is not deductible for tax purposes.

The operating results of Sense are included in our consolidated statements of income from the respective dates of acquisition. Sense’s revenue and pretax loss for the period from the acquisition date of October 22, 2021 to December 31, 2021 was not material.

The following unaudited supplemental pro forma information presents the combined historical results of operations of the Company and Sense as if the business combination had been completed on January 1, 2020. The pro forma financial information includes amortization of fair value adjustments in the appropriate pro forma periods as though the companies were combined as of the beginning of 2020. These adjustments include:

•An increase in amortization expense of $4.5 million and $3.7 million related to the fair value of acquired identifiable intangible assets in 2021 and 2020, respectively;

•A decrease in expenses of $1.5 million related to acquisition transaction expenses in 2021;

•An increase in stock based compensation expense of $10.8 million and $8.7 million in 2021 and 2020, respectively, related to the stock options and restricted stock units issued to Sense employees.

The following table includes unaudited pro forma results (in thousands, except per share data):


	December 31,
	2021	2020
Revenue	33,578	21,930
Net (loss)	(107,352)	(139,850)

Income taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) before Income Tax, Domestic and Foreign

Income (loss) before income taxes for the years ended December 31, 2022, 2021 and 2020 are as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Domestic	$	(139,295)	$	(96,956)	$	(106,508)
Foreign	1,040		181		103
Total	$	(138,255)	$	(96,775)	$	(106,405)

Schedule of Components of Income Tax Provision (Benefit)

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


	Year Ended December 31,
	2022		2021		2020
Current:
Federal	$	—	$	—	$	—
State	62		1		1
Foreign	243		36		23
Total current expense	305		37		24
Deferred:
Federal	—		(2,185)		—
State	—		(646)		351
Foreign	—		—		—
Total deferred (benefit) expense	—		(2,831)		351
Total income tax expense (benefit)	$	305	$	(2,794)	$	375

Schedule of Effective Income Tax Rate Reconciliation

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


	Year Ended December 31,
	2022		2021		2020
Tax at federal statutory rate	$	(29,034)	$	(20,323)	$	(22,344)
State income taxes, net of federal benefit	57		(644)		1,330
Stock compensation	5,587		1,271		2,786
Foreign rate differential	25		(2)		—
Tax credits	(539)		(539)		(539)
Fair value changes - warrants	(1,564)		(619)		11,192
Valuation allowance	25,666		20,058		(6,812)
Non-deductible expenses	78		(2,031)		(485)
Convertible debt cancellation of indebtedness income	—		—		15,079
Other	29		35		168
Total tax provision (benefit)	$	305	$	(2,794)	$	375

Schedule of Deferred Tax Assets and Liabilities

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,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	43,990	$	42,721
Credits	4,828		3,955
Stock based compensation	3,653		2,826
Accruals and reserves	1,748		1,248
Fixed assets	2,771		991
Operating lease liability	3,631		4,360
Capitalized research and development expenditures	15,875		—
Gross deferred tax assets	76,496		56,101
Valuation allowance	(69,608)		(47,420)
Net deferred tax assets	6,888		8,681
Deferred tax liabilities:
Intangible property	(4,077)		(5,287)
Operating lease, right of use assets	(2,811)		(3,394)
Gross deferred tax liabilities	(6,888)		(8,681)
Net deferred tax assets	$	—	$	—

Schedule of Unrecognized Tax Benefits

The following table sets forth the change in the uncertain tax positions for the years ended December 31, 2022, 2021 and 2020 (in thousands):


	Year Ended December 31,
	2022		2021		2020
Balance at the beginning of the year	$	18,534	$	971	$	651
Decreases:
For current year’s tax positions	—		—		—
For prior years’ tax positions	(64)		—		—
Increases:
For current year’s tax positions	320		551		320
For prior years’ tax positions	22		17,012		—
Balance at the end of the year	$	18,812	$	18,534	$	971

Balance Sheet Components - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 51,076	$ 0
Goodwill acquired		51,076
Measurement period adjustment	76
Goodwill, ending balance	$ 51,152	$ 51,076

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Employee benefit plan	12 Months Ended
Employee benefit plan	Dec. 31, 2022
Retirement Benefits [Abstract]
Employee benefit plan	Employee benefit planIn 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 $1.5 million, $1.0 million and $0.7 million to the plan during the years ended December 31, 2022, 2021 and 2020, respectively.

Business Combination and Related Transactions - Narrative (Details) - Sense Photonics Inc. - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Oct. 22, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Business combination, consideration transferred	$ 72,800	$ 72,808	$ 72,450
Business acquisition, equity interest issued (in shares)	9,163,982
Business combination, consideration transferred, equity interests issued	$ 60,000		59,666	$ 60,024
Business combination, consideration transferred, share-based compensation related to pre-acquisition service	1,100
Payments to acquire businesses	$ 11,700		$ 11,703	11,703
Business combination, consideration transferred, holdback shares (in shares)	1,573,427
Business combination, consideration transferred, holdback shares	$ 10,300
Business combination, consideration transferred, holdback shares, release term	18 months
Transaction costs	$ 1,500
Pro forma net income (loss) adjustment				(107,352)	$ (139,850)
Fair Value Adjustment to Intangible Assets
Business Acquisition [Line Items]
Pro forma net income (loss) adjustment				4,500	3,700
Acquisition-related Costs
Business Acquisition [Line Items]
Pro forma net income (loss) adjustment				1,500
Share-based Compensation Expense
Business Acquisition [Line Items]
Pro forma net income (loss) adjustment				$ 10,800	$ 8,700

Balance Sheet Components - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying amount	$ 23,400	$ 23,400
Accumulated Amortization	(5,235)	(748)
Net Book Value	$ 18,165	$ 22,652
Developed technology
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	8 years	8 years
Gross Carrying amount	$ 15,900	$ 15,900
Accumulated Amortization	(2,318)	(331)
Net Book Value	$ 13,582	$ 15,569
Vendor relationship
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	3 years	3 years
Gross Carrying amount	$ 6,600	$ 6,600
Accumulated Amortization	(2,567)	(367)
Net Book Value	$ 4,033	$ 6,233
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	3 years	3 years
Gross Carrying amount	$ 900	$ 900
Accumulated Amortization	(350)	(50)
Net Book Value	$ 550	$ 850

Debt - Schedule of Long-term Debt (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
Long-term debt	$ 40,000
End of term fee	337
Less: unamortized debt discount	(496)
Less: debt issuance costs	(267)
Total debt	$ 39,574

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Cash and Cash Equivalents

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


	December 31,
	2022		2021
Cash	$	1,832	$	5,131
Cash equivalents:
Money market funds(1)	121,100		177,513
Total cash and cash equivalents	$	122,932	$	182,644


	December 31,
	2022		2021		2020
Cash and cash equivalents	$	122,932	$	182,644	$	11,362
Restricted cash, current	257		977		276
Restricted cash, non-current	1,089		1,035		1,004
Total cash, cash equivalents and restricted cash	$	124,278	$	184,656	$	12,642

Schedule of Inventory

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


	December 31,
	2022		2021
Raw materials	$	6,971	$	2,401
Work in process	3,857		1,951
Finished goods	8,705		3,096
Total inventory	$	19,533	$	7,448

Schedule of Prepaid Expenses and Other Current Assets

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


	December 31,
	2022		2021
Prepaid expenses	$	2,502	$	1,970
Prepaid insurance	1,442		1,355
Receivable from contract manufacturer	2,526		1,344
Other current assets	2,073		897
Total prepaid and other current assets	$	8,543	$	5,566

Schedule of Property and Equipment, Net

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


	Estimated Useful Life (in years)	December 31,
		2022		2021
Machinery and equipment	3	$	8,716	$	8,404
Computer equipment	3	340		498
Automotive and vehicle hardware	5	93		93
Software	3	85		104
Furniture and fixtures	7	848		730
Construction in progress		3,448		1,700
Leasehold improvements	Shorter of useful life or lease term	9,319		9,265
		22,849		20,794
Less: Accumulated depreciation		(13,154)		(10,740)
Property and equipment, net		$	9,695	$	10,054

The following table summarizes the Company's property and equipment, net by geography (in thousands):


	December 31,
	2022		2021
United States	$	5,295	$	8,254
Thailand	2,481		1,800
France	1,750		—
Others	169		—
Total	$	9,695	$	10,054

Schedule of Goodwill

The following table presents goodwill activity (in thousands):


December 31, 2020	$	—
Goodwill acquired	51,076
December 31, 2021	51,076
Measurement period adjustment	76
December 31, 2022	$	51,152

Schedule of Acquired Intangible Assets

The following tables present acquired intangible assets, net as of December 31, 2022 and 2021 (in thousands):


		December 31, 2022
	Estimated Useful Life (in years)	Gross Carrying amount		Accumulated Amortization		Net Book Value
Developed technology	8	$	15,900	$	(2,318)	$	13,582
Vendor relationship	3	6,600		(2,567)		4,033
Customer relationships	3	900		(350)		550
Intangible assets, net		$	23,400	$	(5,235)	$	18,165


		December 31, 2021
	Estimated Useful Life (in years)	Gross Carrying amount		Accumulated Amortization		Net Book Value
Developed technology	8	$	15,900	$	(331)	$	15,569
Vendor relationship	3	6,600		(367)		6,233
Customer relationships	3	900		(50)		850
Intangible assets, net		$	23,400	$	(748)	$	22,652

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table summarizes estimated future amortization expense of finite-lived intangible assets-net (in thousands):


Years:	Amount
2023	$	4,486
2024	4,071
2025	1,988
2026	1,988
2027	1,988
Thereafter	3,644
Total	$	18,165

Schedule of Accrued and Other Current Liabilities

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


	December 31,
	2022		2021
Accrued compensation	$	3,758	$	3,229
Uninvoiced receipts	10,727		9,835


Other	2,987		1,109
Total accrued and other current liabilities	$	17,473	$	14,173

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Subparagraph (g)
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make certain 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 revenue and expenses during the reported periods. The most significant estimates included in these consolidated financial statements are the useful lives of long-lived assets, revenue recognition, sales return reserve, inventory write downs, the realizability of deferred tax assets, the measurement of stock-based compensation, and the valuation of the Company’s various financial instruments. The complexity of the estimation process and factors relating to assumptions, risks and uncertainties inherent with the use of the estimates affect the amount of revenue and related expenses reported in the Company’s consolidated financial statements. Internal and external factors can affect the Company’s estimates. Actual results could differ from these estimates under different assumptions or conditions.

Business Combinations

Business combinations are accounted for under the acquisition method. The Company recognizes the assets acquired and liabilities assumed in business combinations on the basis of their fair values at the date of acquisition. The Company assesses the fair value of assets acquired, including intangible assets, and liabilities assumed using a variety of methods. Each asset acquired and liability assumed is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant estimates and assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset, future cash inflows and outflows, probabilities of success, asset lives, and the appropriate discount rates. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with a business combination are expensed as incurred.

During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations within other income (expense), net.

Foreign Currencies

The functional currency of the Company is the U.S. dollar. The functional currency of the Company’s wholly-owned foreign subsidiaries is generally the same as the entity’s local currency. Accordingly, the asset and liability accounts of our foreign operations are translated into U.S. dollars using the current exchange rate in effect at the balance sheet date and equity accounts are translated into U.S. dollars using historical rates. The revenues and expenses are translated using the weighted-average exchange rates in effect during the period, and gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive loss in the consolidated balance sheets. Foreign currency translation adjustments are recorded in other comprehensive loss in the consolidated statements of operations and comprehensive loss.

Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss.

Segment Information

The Company operates as one reportable and operating segment, which relates to the sale and production of lidar sensor kits. The Company’s chief operating decision maker (“CODM”) 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. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company.

Revenue Recognition

In accordance with ASC 606, Revenue from Contracts with Customers (“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 with its customers. 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 judgment 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. Accounts receivable are due under normal trade terms, typically three months or less.

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. 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.

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. 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.

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 2022, 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. 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. 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 that were recognized over time were not material to date.

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 incremental cost of obtaining a contract for the years ended December 31, 2022 and 2021 was $2.9 million, $2.2 million and $0.3 million, respectively.

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. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of December 31, 2022 and 2021. 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 at the reporting date. The composition of unsatisfied performance obligations consists mainly of the Company’s deferred extended warranty services, and to a lesser extent, deferred product revenue and development and validation services for which the Company has an obligation to perform, and has not yet recognized as revenue in the consolidated financial statements.

The following table presents the breakdown of remaining performance obligations (in thousands):


	December 31,
	2022		2021
Current	$	224	$	172
Noncurrent	342		47
Total	$	566	$	219

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 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 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, 2022, 2021 and 2020.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company’s foreign currency translation adjustment is the only component of other comprehensive loss that is excluded from the reported net loss for all periods presented.

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 banks as security for outstanding letters of credit.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses representing its best estimate of expected credit losses related to its existing accounts receivable and their net realizable value. The allowance is determined using a combination of factors including 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 expected credit losses were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Beginning balance	$	507	$	128	$	117
Provisions	346		379		67
Uncollectible accounts written off, net of recoveries	—		—		(56)
Ending balance	$	853	$	507	$	128

Inventory

Inventory consists primarily 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.

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 5).

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.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value.

Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit.

Prior to performing the impairment test, the Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit was less than the carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is

more likely than not that the fair value of the reporting unit is less than the carrying amount, then the Company would perform a quantitative impairment test.

The quantitative impairment test involves comparing the fair value of the reporting unit to the carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit.

Intangible Assets

Intangible assets consist of developed technology, vendor relationship and customer relationships. Acquired intangible assets are initially recorded at the acquisition-date fair value. Intangible assets are amortized on a straight-line basis over their estimated useful lives, generally 3 to 8 years.

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.

Warrant Liabilities

Warrant liabilities consist of Private Placement warrants. The Private Placement warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement warrants are redeemable by the Company and exercisable by such holders subject to certain conditions, such as the reported closing price of our common stock equaling or exceeding $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending three business days before the Company sends the notice of redemption to the holders of Private Placement warrants. The Company evaluated the Private Placement warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Private Placement warrants includes a provision, the application of which could result in a different settlement value for the Private Placement 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 are not considered to be “indexed to the Company’s own stock.” This provision precludes the Company from classifying the Private Placement warrants in stockholders’ equity.

As the Private Placement warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date.

Concentrations of credit risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. Cash, cash equivalents and restricted cash are deposited with federally insured commercial banks in the U.S. and UK, Hong Kong, China and European Union. At times, cash balances in the U.S. may be in excess of federal insurance limits. As of December 31, 2022 and 2021, the Company had cash, cash equivalents and restricted cash with financial institutions in US of $123.5 million and $184.2 million, respectively. As of December 31, 2022 and 2021, the Company also had cash on deposit with financial institutions in countries other than the US of approximately $0.8 million and $0.5 million, respectively, that was not federally insured.

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:


	December 31,
	2022	2021
Customer A	*	11	%

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

There were no customers that accounted for more than 10% of revenue during the years ended December 31, 2022 and 2021. Revenue from customer D accounted for approximately 11% of total revenue during the year ended December 31, 2020.

Concentrations of supplier risk

Purchases from the Company’s suppliers and vendors representing 10% or more of total purchases were as follows:


	Year Ended December 31,
	2022		2021		2020

Supplier B	28	%	20	%	15	%

Supplier B accounted for 39% and 55% of total accounts payable balance as of December 31, 2022 and 2021.

One professional services vendor accounted for approximately 14% of total accounts payable balance as of December 31, 2022. There were no other vendors that accounted for more than 10% of total accounts payable balance as of December 31, 2021.

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 issued after the Colonnade Merger is based on the grant date closing fair market value of the Company’s common stock. Before closing of the Colonnade Merger, the fair value of the shares of common stock underlying the Company’s stock-based awards was historically determined by management and approved by the board of directors. Because there was no public market for the Company’s common stock, the board of directors 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 – The 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 and restricted stock units 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.

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 of December 31, 2022 and 2021.

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. An uncertain tax position that meets a more likely than not standard based on its technical merit would then be evaluated under the measurement step to determine the largest tax benefit that the taxpayer more likely than not will realize. 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 Issued and Adopted Accounting Pronouncements

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. The Company adopted this ASU as of January 1, 2021, which did not have a material impact on its consolidated financial statements and related 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 Company adopted this ASU as of January 1, 2021, which did not have a material impact on its consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. In the fourth quarter of 2022, Ouster adopted the amendments and recognized contract assets acquired and contract liabilities assumed in the mergers in accordance with ASC 606. Ouster has elected to apply the practical expedient under paragraph ASC 805-20-30-29(b) of the adopted amendments and allocated the transaction price based on the standalone selling price of each performance obligation in the contract with a customer for all contracts acquired in the mergers. As of December 31, 2022, the adoption of this new standard had no impact on the Company’s consolidated financial statements and related footnote disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

The Company considers the applicability and impact of all ASUs. ASUs not referenced below were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements.

Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 3,981
2024	4,072
2025	3,967
2026	4,019
2027 and thereafter	2,733
Total undiscounted lease payments	18,772
Less: imputed interest	(2,151)
Total operating lease liabilities	$ 16,621

Stock-based compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 33,321	$ 25,363	$ 12,057
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	783	637	657
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	14,611	7,240	6,059
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	7,065	3,823	640
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 10,862	$ 13,663	$ 4,701

Income taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Tax at federal statutory rate	$ (29,034)	$ (20,323)	$ (22,344)
State income taxes, net of federal benefit	57	(644)	1,330
Stock compensation	5,587	1,271	2,786
Foreign rate differential	25	(2)	0
Tax credits	(539)	(539)	(539)
Fair value changes - warrants	(1,564)	(619)	11,192
Valuation allowance	25,666	20,058	(6,812)
Non-deductible expenses	78	(2,031)	(485)
Convertible debt cancellation of indebtedness income	0	0	15,079
Other	29	35	168
Total tax provision (benefit)	$ 305	$ (2,794)	$ 375

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	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”). All intercompany balances and transactions have been eliminated in consolidation.
Merger	The Colonnade Merger was accounted for as a reverse recapitalization under US 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 Colonnade Merger, OTI’s operations prior to the Colonnade Merger comprising the only ongoing operations of the Company following the Colonnade Merger, and OTI’s senior management prior to the Colonnade Merger comprising a majority of the senior management of the Company following the Colonnade Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Colonnade 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 Colonnade Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Colonnade Merger have been retroactively restated as shares reflecting the exchange ratio established in the Colonnade Merger Agreement.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make certain 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 revenue and expenses during the reported periods. The most significant estimates included in these consolidated financial statements are the useful lives of long-lived assets, revenue recognition, sales return reserve, inventory write downs, the realizability of deferred tax assets, the measurement of stock-based compensation, and the valuation of the Company’s various financial instruments. The complexity of the estimation process and factors relating to assumptions, risks and uncertainties inherent with the use of the estimates affect the amount of revenue and related expenses reported in the Company’s consolidated financial statements. Internal and external factors can affect the Company’s estimates. Actual results could differ from these estimates under different assumptions or conditions.
Business Combinations	Business Combinations Business combinations are accounted for under the acquisition method. The Company recognizes the assets acquired and liabilities assumed in business combinations on the basis of their fair values at the date of acquisition. The Company assesses the fair value of assets acquired, including intangible assets, and liabilities assumed using a variety of methods. Each asset acquired and liability assumed is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant estimates and assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset, future cash inflows and outflows, probabilities of success, asset lives, and the appropriate discount rates. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with a business combination are expensed as incurred. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations within other income (expense), net.
Foreign Currencies	Foreign Currencies The functional currency of the Company is the U.S. dollar. The functional currency of the Company’s wholly-owned foreign subsidiaries is generally the same as the entity’s local currency. Accordingly, the asset and liability accounts of our foreign operations are translated into U.S. dollars using the current exchange rate in effect at the balance sheet date and equity accounts are translated into U.S. dollars using historical rates. The revenues and expenses are translated using the weighted-average exchange rates in effect during the period, and gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive loss in the consolidated balance sheets. Foreign currency translation adjustments are recorded in other comprehensive loss in the consolidated statements of operations and comprehensive loss. Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss.
Segment Information	Segment Information The Company operates as one reportable and operating segment, which relates to the sale and production of lidar sensor kits. The Company’s chief operating decision maker (“CODM”) 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. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company.
Revenue Recognition	Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers (“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 with its customers. 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 judgment 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. Accounts receivable are due under normal trade terms, typically three months or less. 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. 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. 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. 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. 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 2022, 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. 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. 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 that were recognized over time were not material to date. 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 incremental cost of obtaining a contract for the years ended December 31, 2022 and 2021 was $2.9 million, $2.2 million and $0.3 million, respectively. 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. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of December 31, 2022 and 2021. Actual returns in subsequent periods have been consistent with estimated amounts. Remaining performance obligationsRevenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied at the reporting date. The composition of unsatisfied performance obligations consists mainly of the Company’s deferred extended warranty services, and to a lesser extent, deferred product revenue and development and validation services for which the Company has an obligation to perform, and has not yet recognized as revenue in the consolidated financial statements.
Net loss per common share	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 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 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.
Comprehensive Loss	Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company’s foreign currency translation adjustment is the only component of other comprehensive loss that is excluded from the reported net loss for all periods presented.
Cash and Cash Equivalents	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 Restricted cash consists of certificates of deposit held by banks as security for outstanding letters of credit.
Accounts Receivable	Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses representing its best estimate of expected credit losses related to its existing accounts receivable and their net realizable value. The allowance is determined using a combination of factors including 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.
Inventory	Inventory Inventory consists primarily 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.
Property and Equipment	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 5).
Impairment of Long-Lived Assets	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.
Goodwill	Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value. Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit. Prior to performing the impairment test, the Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit was less than the carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the Company would perform a quantitative impairment test. The quantitative impairment test involves comparing the fair value of the reporting unit to the carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit.
Intangible Assets	Intangible Assets Intangible assets consist of developed technology, vendor relationship and customer relationships. Acquired intangible assets are initially recorded at the acquisition-date fair value. Intangible assets are amortized on a straight-line basis over their estimated useful lives, generally 3 to 8 years.
Fair Value of Financial Instruments	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. Non-Recurring Fair Value Measurements The Company has certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.
Warrant Liabilities	Warrant Liabilities Warrant liabilities consist of Private Placement warrants. The Private Placement warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement warrants are redeemable by the Company and exercisable by such holders subject to certain conditions, such as the reported closing price of our common stock equaling or exceeding $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending three business days before the Company sends the notice of redemption to the holders of Private Placement warrants. The Company evaluated the Private Placement warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Private Placement warrants includes a provision, the application of which could result in a different settlement value for the Private Placement 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 are not considered to be “indexed to the Company’s own stock.” This provision precludes the Company from classifying the Private Placement warrants in stockholders’ equity. As the Private Placement warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date.
Concentrations of credit risk	Concentrations of credit risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. Cash, cash equivalents and restricted cash are deposited with federally insured commercial banks in the U.S. and UK, Hong Kong, China and European Union. At times, cash balances in the U.S. may be in excess of federal insurance limits. As of December 31, 2022 and 2021, the Company had cash, cash equivalents and restricted cash with financial institutions in US of $123.5 million and $184.2 million, respectively. As of December 31, 2022 and 2021, the Company also had cash on deposit with financial institutions in countries other than the US of approximately $0.8 million and $0.5 million, respectively, that was not federally insured. 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.
Stock-based compensation	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 issued after the Colonnade Merger is based on the grant date closing fair market value of the Company’s common stock. Before closing of the Colonnade Merger, the fair value of the shares of common stock underlying the Company’s stock-based awards was historically determined by management and approved by the board of directors. Because there was no public market for the Company’s common stock, the board of directors 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 – The 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 and restricted stock units 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.
Income taxes	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 of December 31, 2022 and 2021. 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. An uncertain tax position that meets a more likely than not standard based on its technical merit would then be evaluated under the measurement step to determine the largest tax benefit that the taxpayer more likely than not will realize. 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 Issued and Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued and Adopted Accounting Pronouncements 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. The Company adopted this ASU as of January 1, 2021, which did not have a material impact on its consolidated financial statements and related 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 Company adopted this ASU as of January 1, 2021, which did not have a material impact on its consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. In the fourth quarter of 2022, Ouster adopted the amendments and recognized contract assets acquired and contract liabilities assumed in the mergers in accordance with ASC 606. Ouster has elected to apply the practical expedient under paragraph ASC 805-20-30-29(b) of the adopted amendments and allocated the transaction price based on the standalone selling price of each performance obligation in the contract with a customer for all contracts acquired in the mergers. As of December 31, 2022, the adoption of this new standard had no impact on the Company’s consolidated financial statements and related footnote disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted The Company considers the applicability and impact of all ASUs. ASUs not referenced below were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements.

Business Combination and Related Transactions (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Combination

A reconciliation of preliminary total consideration as of December 31, 2021, and total final consideration as of December 31, 2022, are presented below (in thousands):


	As Reported		Measurement Period Adjustment		As Adjusted Value
Fair value of common stock issued at closing	$	60,024	$	(358)	$	59,666
Fully vested replacement equity awards	1,081		—		1,081
Cash paid at closing to settle Sense pre-existing debt and transaction costs incurred by Sense	11,703		—		11,703
Total consideration	$	72,808	$	(358)	$	72,450


	As Reported		Measurement Period Adjustment		As Adjusted Value
Assets acquired:
Cash	$	689	$	—	$	689
Restricted cash	69		—		69
Accounts receivable, net	768		—		768
Prepaid expenses and other current assets	463		—		463
Property and equipment, net	626		—		626
Developed technology	15,900		—		15,900
Vendor relationship	6,600		—		6,600
Customer relationships	900		—		900
Goodwill	51,076		76		51,152
Total assets acquired	$	77,091	$	76	$	77,167
Liabilities assumed:
Accounts payable	$	(266)	$	—	$	(266)
Accrued and other current liabilities	(1,540)		(234)		(1,774)
Other non-current liabilities	—		(200)		(200)
Deferred tax liability	(2,477)		—		(2,477)
Total liabilities assumed	$	(4,283)	$	(434)	$	(4,717)
Net Assets acquired	$	72,808	$	(358)	$	72,450

Schedule of Business Acquisition, Pro Forma Information

The following table includes unaudited pro forma results (in thousands, except per share data):


	December 31,
	2021	2020
Revenue	33,578	21,930
Net (loss)	(107,352)	(139,850)

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

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.

In November 2021, the Company entered into an amendment to the 350 Treat Building Lease agreement, whereby the parties agreed to extend the term of the lease for an additional four years and seven months and provided for an additional tenant improvement allowance. The total base lease payments for the extended period of 4.6 years equals $7.6 million. The amendment resulted in an adjustment of $5.5 million to the right-of-use asset and right-of-use operating lease liability which was recorded in November 2021. As of December 31, 2022 the remaining lease term is 4.7 years that expires on August 31, 2027. In addition to minimum lease payments, the lease requires the Company to pay associated taxes and operating costs.

The 350 Treat Building Lease is considered to be an operating lease as it does not meet the criteria of a finance lease. As of December 31, 2022, the operating lease right-of-use asset and operating lease liability were $5.6 million and $7.1 million, respectively. As of December 31, 2021, the operating lease right-of-use asset and operating lease liability were $6.6 million and $8.3 million, respectively. The discount rate used to determine the lease liability was 3.7%.

2741 16th Street Lease

In September 2017 the Company entered into a lease agreement (the “2741 16th Street Lease”) to lease approximately 20,032 square feet of office space and 25,000 of parking space located in San Francisco, California.

In May 2020, the Company entered into an amendment to the 2741 16th 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 4.0 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 amendment resulted in an adjustment of $6.2 million to the right-of-use asset and right-of-use operating lease liability which was recorded in May 2020. As of December 31, 2022 the remaining lease term is 4.7 years that expires on August 31, 2027. In addition to minimum lease payments, the lease requires the Company to pay associated taxes and operating costs.

The 2741 16th Street Lease is considered to be an operating lease as it does not meet the criteria of a finance lease. As of December 31, 2022, the operating lease right-of-use asset and lease liability were $6.5 million and $8.7 million, respectively. As of December 31, 2021, the operating lease right-of-use asset and operating lease liability were $7.7 million and $10.1 million, respectively. The discount rate used to determine the operating lease liability was 5.25%.

Other operating real estate leases

The Company has executed or assumed as lessee other five operating leases for rental of office space. The terms of those leases range from 1 to 3 years. The Company is obligated to make lease payments totaling approximately $0.9 million for those leases over the respective lease terms.

Total operating lease cost for the years ended December 31, 2022, 2021 and 2020 was $3.9 million, $3.6 million and $2.9 million, which consisted of $3.8 million, $3.0 million and $2.6 million of fixed lease expense and $0.1 million, $0.6 million and $0.3 million of variable lease expense, respectively. Cash paid for amounts included in the measurement of lease liabilities was $4.0 million, $4.2 million and $3.5 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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


	December 31,
	2022		2021
Weighted-average remaining lease term	4.52		5.53
Weighted-average discount rate	4.66	%	4.55	%

The maturities of the operating lease liabilities as of December 31, 2022 were as follows (in thousands):


Year ending December 31,
2023	$	3,981
2024	4,072
2025	3,967
2026	4,019
2027 and thereafter	2,733
Total undiscounted lease payments	18,772
Less: imputed interest	(2,151)
Total operating lease liabilities	$	16,621

Stock-based compensation - Schedule of Stock Options Assumed Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend rate	0.00%
Option Assumed Through Acquisition
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum		0.80%
Risk-free interest rate, maximum		1.30%
Expected volatility, minimum		44.10%
Expected volatility, maximum		48.60%
Expected dividend rate		0.00%
Option Assumed Through Acquisition \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		3 years 1 month 6 days
Option Assumed Through Acquisition \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		5 years 7 months 6 days

Income taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Deferred tax assets, valuation allowance	$ 69,608	$ 47,420
Valuation allowance, period increase (decrease)	22,200	28,100
Capitalized research and development expenditures	15,875	0
Unrecognized tax benefits	18,812	18,534	$ 971	$ 651
Unrecognized tax benefits that would impact effective tax rate	100
Domestic Tax Authority \| Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	246,200	224,400
Domestic Tax Authority \| Federal \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Research and development tax credit	4,700	4,000
Domestic Tax Authority \| Federal \| Operating Loss Carryforwards Expiration Year, Unlimited
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	237,700	215,900
State and Local Jurisdiction \| California Franchise Tax Board
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	124,900	146,800
State and Local Jurisdiction \| California Franchise Tax Board \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Research and development tax credit	$ 2,900	$ 2,300

Stock-based compensation - Schedule of Stock Options Granted Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend rate	0.00%
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		6 years
Risk-free interest rate		1.00%
Risk-free interest rate, minimum			0.30%
Risk-free interest rate, maximum			1.50%
Expected volatility		63.20%
Expected volatility, minimum			57.40%
Expected volatility, maximum			63.30%
Expected dividend rate		0.00%	0.00%
Stock Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)			5 years
Stock Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)			6 years 1 month 6 days

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Remaining Performance Obligations

The following table presents the breakdown of remaining performance obligations (in thousands):


	December 31,
	2022		2021
Current	$	224	$	172
Noncurrent	342		47
Total	$	566	$	219

Schedule of Accounts Receivable, Allowance for Doubtful Accounts

Changes in the Company’s allowance for expected credit losses were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Beginning balance	$	507	$	128	$	117
Provisions	346		379		67
Uncollectible accounts written off, net of recoveries	—		—		(56)
Ending balance	$	853	$	507	$	128

Schedules of Concentration of Risk

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


	December 31,
	2022	2021
Customer A	*	11	%

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

Purchases from the Company’s suppliers and vendors representing 10% or more of total purchases were as follows:


	Year Ended December 31,
	2022		2021		2020

Supplier B	28	%	20	%	15	%

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 41,029	$ 33,578	$ 18,904
Cost of revenue	30,099	24,492	17,391
Gross profit	10,930	9,086	1,513
Operating expenses:
Research and development	64,317	34,579	23,317
Sales and marketing	30,833	22,258	8,998
General and administrative	61,203	51,959	20,960
Total operating expenses	156,353	108,796	53,275
Loss from operations	(145,423)	(99,710)	(51,762)
Other (expense) income:
Interest income	2,208	471	24
Interest expense	(2,694)	(504)	(2,517)
Other income (expense), net	7,654	2,968	(52,150)
Total other income (expense), net	7,168	2,935	(54,643)
Loss before income taxes	(138,255)	(96,775)	(106,405)
Provision (benefit from) for income tax expense	305	(2,794)	375
Net loss	(138,560)	(93,981)	(106,780)
Other comprehensive loss
Foreign currency translation adjustments	(143)	(6)	0
Total comprehensive loss	$ (138,703)	$ (93,987)	$ (106,780)
Earnings Per Share [Abstract]
Net loss per common share, basic (in dollars per share)	$ (0.78)	$ (0.70)	$ (5.98)
Net loss per common share, diluted (in dollars per share)	$ (0.78)	$ (0.70)	$ (5.98)
Weighted-average shares used to compute basic net loss per share (in shares)	177,923,156	133,917,571	17,858,976
Weighted-average shares used to compute diluted net loss per share (in shares)	177,923,156	133,917,571	17,858,976
Product
Income Statement [Abstract]
Revenue	$ 41,029	$ 33,578	$ 16,886
Cost of revenue	30,099	24,492	17,365
Services
Income Statement [Abstract]
Revenue	0	0	2,018
Cost of revenue	$ 0	$ 0	$ 26

Commitments and Contingencies (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Outstanding letters of credit	$ 1.3	$ 2.0
Third Party Contract Manufacturer
Loss Contingencies [Line Items]
Non-cancelable purchase commitments	22.3
Other Vendors
Loss Contingencies [Line Items]
Non-cancelable purchase commitments	$ 6.3

Debt - Narrative (Details) $ / shares in Units, $ in Thousands					1 Months Ended	3 Months Ended	12 Months Ended
	Apr. 29, 2022 USD ($)	Mar. 26, 2021 USD ($)	Aug. 05, 2019 USD ($) $ / shares shares	Nov. 27, 2018 USD ($) $ / shares shares	Jan. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Oct. 17, 2022 USD ($)
Debt Instrument [Line Items]
Fair value of warrant accounted for as debt discount							$ 496
Warrants, loss (gain) from fair value adjustment							(7,446)	$ (2,947)	$ 48,440
Debt, outstanding balance							40,000
Promissory notes, outstanding balance							39,574
Debt issuance costs							267
Runway Loan and Security Agreement \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, maximum borrowing capacity				$ 10,000
Repayments of debt		$ 7,000
Payment of interest and fee upon extinguishment of debt		$ 400
Debt, outstanding balance							0	$ 0
Runway Loan and Security Agreement \| Secured Debt \| OTI
Debt Instrument [Line Items]
Value of stock called by warrant, percentage of debt face amount				0.040
Debt instrument, face amount				$ 10,000
Fair value of warrant accounted for as debt discount				$ 100
Promissory Note \| Notes Payable, Other Payables \| Investor
Debt Instrument [Line Items]
Basis spread on variable rate					8.50%
Promissory notes, outstanding balance					$ 5,000
Hercules Loan and Security Agreement \| Term Loan
Debt Instrument [Line Items]
Debt, outstanding balance	$ 20,000									$ 20,000
Line of credit facility, maximum borrowing capacity	$ 50,000
Long-term debt, additional loan no longer available							$ 10,000
Interest rate	9.40%
Debt instrument, end of term charge, percentage	7.45%
Payments for cash facility and legal fees	$ 600
Debt issuance costs	$ 300
Effective interest rate	17.90%
Debt instrument, covenant term, unrestricted cash balance required	$ 60,000
Debt instrument, secured amount, percent of securities in foreign subsidiaries	65.00%
Hercules Loan and Security Agreement \| Term Loan \| Debt Instrument, Prepayment Made Within 12 Months Following the Closing Date
Debt Instrument [Line Items]
Debt instrument, prepayment charge, percentage	2.50%
Hercules Loan and Security Agreement \| Term Loan \| Debt Instrument, Prepayment Made after 12 Months Prior to 24 Months Following the Closing Date
Debt Instrument [Line Items]
Debt instrument, prepayment charge, percentage	1.50%
Hercules Loan and Security Agreement \| Term Loan \| Debt Instrument, Prepayment Made after 24 Months Following the Closing Date
Debt Instrument [Line Items]
Debt instrument, prepayment charge, percentage	1.00%
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	$ 11.3518
Warrants, loss (gain) from fair value adjustment						$ (200)
Series A Redeemable Convertible Preferred Stock Warrants \| OTI
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
Series A Redeemable Convertible Preferred Stock Warrants \| Other Income (Expense), Net
Debt Instrument [Line Items]
Warrants, loss (gain) from fair value adjustment						$ 600
London Interbank Offered Rate (LIBOR) \| Runway Loan and Security Agreement \| Secured Debt
Debt Instrument [Line Items]
Basis spread on variable rate				8.50%
Prime Rate \| Hercules Loan and Security Agreement \| Term Loan
Debt Instrument [Line Items]
Basis spread on variable rate	6.15%
Prime Rate \| LIBOR Rate Not Available or Applicable \| Runway Loan and Security Agreement \| Secured Debt
Debt Instrument [Line Items]
Basis spread on variable rate				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]
Basis spread on variable rate				5.00%

Fair Value of Financial Instruments - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets
Total financial assets	$ 121,100	$ 177,513
Liabilities
Warrant liabilities	180	7,626
Total financial liabilities	180	7,626
Level 1
Assets
Total financial assets	121,100	177,513
Liabilities
Warrant liabilities	0	0
Total financial liabilities	0	0
Level 2
Assets
Total financial assets	0	0
Liabilities
Warrant liabilities	0	0
Total financial liabilities	0	0
Level 3
Assets
Total financial assets	0	0
Liabilities
Warrant liabilities	180	7,626
Total financial liabilities	180	7,626
Money market funds
Assets
Money market funds	121,100	177,513
Money market funds \| Level 1
Assets
Money market funds	121,100	177,513
Money market funds \| Level 2
Assets
Money market funds	0	0
Money market funds \| Level 3
Assets
Money market funds	$ 0	$ 0

Description of Business and Basis of Presentation (Details)			8 Months Ended
	Mar. 11, 2021 USD ($) $ / shares shares	Dec. 21, 2020 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Oct. 17, 2022 USD ($)	Apr. 29, 2022 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Mar. 10, 2021 $ / shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit \| $			$ 441,916,000			$ 303,356,000
Class of Stock [Line Items]
Common stock, shares issued (in shares)			186,587,986			172,200,417
Common stock, shares outstanding (in shares)	161,449,205		186,587,986			172,200,417
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001			$ 0.0001
Warrants outstanding (in shares)	15,999,996
Issue price per share (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
Long-term debt \| $			$ 40,000,000
Hercules Loan and Security Agreement \| Term Loan
Class of Stock [Line Items]
Line of credit facility, maximum borrowing capacity \| $					$ 50,000,000
Long-term debt \| $				$ 20,000,000	20,000,000
Private Placement
Class of Stock [Line Items]
Issue price per share (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
At the Market Program
Class of Stock [Line Items]
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001
Issue price per share (in dollars per share) \| $ / shares			$ 2.08
Sale of stock, number of shares issued in transaction (in shares)			7,833,709
Sale of stock, authorized amount \| $					$ 150,000,000
Proceeds from issuance of common stock \| $			$ 16,800,000
CLA \| CLA Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)	10,000,000
CLA \| Private Placement Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)	6,000,000
CLA \| Conversion of Class B Common Stock to Class A Common Stock
Class of Stock [Line Items]
Ordinary shares, conversion ratio	1
CLA \| Conversion of Class A Common Stock to Common Stock
Class of Stock [Line Items]
Ordinary shares, conversion ratio	1
CLA \| Conversion of Warrant to Ouster Common Stock
Class of Stock [Line Items]
Warrant, conversion ratio	1
CLA \| Conversion of Canceled CLA Units to Ouster Common Stock
Class of Stock [Line Items]
Unit, conversion ratio	1
CLA \| Conversion of Canceled CLA Units to Public Warrant
Class of Stock [Line Items]
Unit, conversion ratio		0.5
OTI
Class of Stock [Line Items]
Common stock, par value (in dollars per share) \| $ / shares							$ 0.00001
OTI \| Series B Preferred Stock Converted to Common Stock
Class of Stock [Line Items]
Preferred stock, conversion ratio							1
Common Class B \| CLA
Class of Stock [Line Items]
Common stock, shares issued (in shares)	5,000,000
Common stock, shares outstanding (in shares)	5,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common Class A \| CLA
Class of Stock [Line Items]
Common stock, shares issued (in shares)	25,000,000
Common stock, shares outstanding (in shares)	25,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Series B Redeemable Convertible Preferred Stock \| OTI
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share) \| $ / shares							$ 0.00001
Common Stock
Class of Stock [Line Items]
Stock converted (in shares)	150,000,000

Stock-based compensation - Schedule of Stock Options Outstanding and Exercisable (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	21,017,162
Options exercisable (in shares)	12,398,966
Exercise Price at $0.18
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 0.18
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 0.18
Options outstanding (in shares)	3,773,175
Weighted Average Remaining Contractual Life (Years)	7 years 6 months
Options exercisable (in shares)	2,933,506
Exercise Price at $0.21
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 0.21
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 0.21
Options outstanding (in shares)	8,814,619
Weighted Average Remaining Contractual Life (Years)	7 years 9 months 18 days
Options exercisable (in shares)	4,908,617
Exercise Price at $1.42
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 1.42
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 1.42
Options outstanding (in shares)	7,524,114
Weighted Average Remaining Contractual Life (Years)	7 years 9 months 18 days
Options exercisable (in shares)	4,075,561
Exercise Price at $5.24
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 5.24
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 5.24
Options outstanding (in shares)	259,457
Weighted Average Remaining Contractual Life (Years)	5 years 9 months 18 days
Options exercisable (in shares)	212,201
Exercise Price at $10.26
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 10.26
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 10.26
Options outstanding (in shares)	645,797
Weighted Average Remaining Contractual Life (Years)	8 years 4 months 24 days
Options exercisable (in shares)	269,081

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt outstanding is summarized below (in thousands):


	December 31, 2022
Long-term debt	$	40,000
End of term fee	337
Less: unamortized debt discount	(496)
Less: debt issuance costs	(267)
Total debt	$	39,574

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Topic 470
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-Section 55
-Paragraph 69B
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions See Note 7. Debt for details of promissory notes issued by the Company to certain investors of the Company (or an affiliate thereof). See Note 12. Stock-based compensation for details of partial recourse promissory notes issued by the Company to certain executives and employees.

Business Combination and Related Transactions - Schedule of Business Acquisition, Pro Forma Information (Details) - Sense Photonics Inc. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Revenue	$ 33,578	$ 21,930
Net (loss)	$ (107,352)	$ (139,850)

Redeemable Convertible Preferred and Common Stock - Narrative (Details)		1 Months Ended								8 Months Ended	12 Months Ended
	Mar. 10, 2021 $ / shares shares	Aug. 31, 2020 USD ($) $ / shares shares	Jul. 31, 2020 USD ($) $ / shares shares	May 31, 2020 USD ($) $ / shares shares	Apr. 30, 2020 USD ($) $ / shares shares	Oct. 31, 2017 USD ($) $ / shares shares	Jul. 31, 2016 USD ($) $ / shares shares	May 31, 2016 USD ($) $ / shares shares	Apr. 30, 2016 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) $ / shares shares	Apr. 29, 2022 USD ($)	Mar. 11, 2021 vote $ / shares shares
Class of Stock [Line Items]
Common stock, par value (in dollars per share)										$ 0.0001	$ 0.0001	$ 0.0001				$ 0.0001
Common stock, shares authorized (in shares) \| shares										1,000,000,000	1,000,000,000	1,000,000,000
Redeemable convertible preferred stock, par value (in dollars per share)										$ 0.0001	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized (in shares) \| shares										100,000,000	100,000,000	100,000,000
Common stock, shares outstanding (in shares) \| shares										186,587,986	186,587,986	172,200,417				161,449,205
Warrants outstanding (in shares) \| shares																15,999,996
Common stock, voting rights, number of votes per share \| vote																1
Redeemable convertible preferred stock, issue price (in dollars per share)																$ 10.00
Proceeds from the issuance of common stock under at-the-market offering, net of commissions and fees \| $											$ 16,322,000	$ 0	$ 0
Convertible notes payable \| $						$ 4,600,000
Stock issued from conversion of note (in shares) \| shares						1,253,556
At the Market Program
Class of Stock [Line Items]
Common stock, par value (in dollars per share)										$ 0.0001	$ 0.0001
Sale of stock, authorized amount \| $															$ 150,000,000
Sale of stock, number of shares issued in transaction (in shares) \| shares										7,833,709
Redeemable convertible preferred stock, issue price (in dollars per share)										$ 2.08	$ 2.08
Proceeds from issuance of common stock \| $										$ 16,800,000
Proceeds from the issuance of common stock under at-the-market offering, net of commissions and fees \| $										15,800,000
Sale of stock, remaining authorized amount \| $										$ 133,200,000	$ 133,200,000
OTI
Class of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.00001
Common stock, shares authorized (in shares) \| shares	210,956,516
Common stock and temporary equity, shares authorized (in shares) \| shares	342,367,887
Common stock and temporary equity, par value (in dollars per share)	$ 0.00001
Investor
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares issued (in shares) \| shares									44,256
Series Seed Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Redeemable convertible preferred stock, issue price (in dollars per share)							$ 1.02	$ 1.02	$ 1.02
Redeemable convertible preferred stock, shares issued (in shares) \| shares							445,942	563,725	1,887,253
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost \| $							$ 500,000	$ 600,000	$ 1,800,000
Issuance cost \| $									100,000
Stock issued during period, conversion of convertible securities (in shares) \| shares					2,941,176
Redeemable convertible preferred stock dividends (in dollars per share)	0.0612
Liquidation preference (in dollars per share)	1.02
Convertible preferred stock, conversion price (in dollars per share)	1.02
Series Seed Redeemable Convertible Preferred Stock \| Investor
Class of Stock [Line Items]
Convertible notes payable \| $									$ 45,000
Series A Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Redeemable convertible preferred stock, issue price (in dollars per share)						$ 11.3158								$ 11.3158
Redeemable convertible preferred stock, shares issued (in shares) \| shares						1,324,511								715,712
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost \| $						$ 14,800,000								$ 8,100,000
Issuance cost \| $						$ 200,000
Stock issued during period, conversion of convertible securities (in shares) \| shares					3,293,779
Redeemable convertible preferred stock dividends (in dollars per share)	0.6789
Liquidation preference (in dollars per share)	11.3518
Convertible preferred stock, conversion price (in dollars per share)	11.3518
Series B Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares authorized (in shares) \| shares													131,411,372
Redeemable convertible preferred stock, issue price (in dollars per share)		$ 0.3323	$ 0.3323	$ 0.3323	$ 0.3323								$ 0.33
Redeemable convertible preferred stock, shares issued (in shares) \| shares		25,286,587	37,970,846	17,320,031	45,185,071
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost \| $		$ 8,400,000	$ 12,500,000	$ 5,800,000	$ 15,100,000
Issuance cost \| $		$ 100,000	$ 100,000	$ 100,000	$ 100,000
Redeemable convertible preferred stock dividends (in dollars per share)	0.019938
Liquidation preference (in dollars per share)	0.3323
Convertible preferred stock, conversion price (in dollars per share)	$ 0.3323
Convertible preferred stock, terms of conversion, common stock price trigger										$ 1.41	$ 1.41
Convertible preferred stock, conversion term, threshold gross cash proceeds \| $										$ 75,000,000	$ 75,000,000
Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares issued (in shares) \| shares												4,232,947	88,434,754
Redeemable Convertible Preferred Stock \| OTI
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares authorized (in shares) \| shares	131,411,372

Balance Sheet Components - Schedule of Property Plant and Equipment by Geographic Locations (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 9,695	$ 10,054
United States
Property, Plant and Equipment [Line Items]
Property and equipment, net	5,295	8,254
Thailand
Property, Plant and Equipment [Line Items]
Property and equipment, net	2,481	1,800
France
Property, Plant and Equipment [Line Items]
Property and equipment, net	1,750	0
Others
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 169	$ 0

Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Oct. 22, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 01, 2022	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation			$ 5,000	$ 4,700	$ 3,700
Percentage of fair value in excess of carrying amount			5.00%			4.00%	4.00%
Amortization of intangible assets			$ 4,500	700	0
Property, Plant and Equipment [Line Items]
Inventory write down			1,600	$ 808	$ 797
Cost of revenue
Property, Plant and Equipment [Line Items]
Inventory write down			1,300
Sense Photonics Inc.
Property, Plant and Equipment [Line Items]
Business combination, consideration transferred	$ 72,800	$ 72,808	$ 72,450

Redeemable Convertible Preferred and Common Stock - Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Mar. 11, 2021	Dec. 31, 2020	Aug. 31, 2020	Jul. 31, 2020	May 31, 2020	Apr. 30, 2020
Class of Stock [Line Items]
Issue price per share (in dollars per share)			$ 10.00
Shares Authorized (in shares)	100,000,000	100,000,000
Shares Issued (in shares)	0	0
Shares Outstanding (in shares)	0	0
Liquidation Amount	$ 0	$ 0
Carrying Amount	$ 0	$ 0
Series B
Class of Stock [Line Items]
Issue price per share (in dollars per share)				$ 0.33	$ 0.3323	$ 0.3323	$ 0.3323	$ 0.3323
Shares Authorized (in shares)				131,411,372
Shares Issued (in shares)				88,434,754
Shares Outstanding (in shares)				88,434,754
Liquidation Amount				$ 41,791
Carrying Amount				$ 39,225

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Summary of Significant Accounting Policies - Schedule of Remaining Performance Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Current	$ 224	$ 172
Noncurrent	342	47
Total	$ 566	$ 219

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) segment $ / shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Disaggregation of Revenue [Line Items]
Number of reportable segments \| segment	1
Number of operating segments \| segment	1
Cost to obtain a contract	$ 2,900	$ 2,200	$ 300
Cash, cash equivalents, and restricted cash, insured amount	123,500	184,200
Cash, cash equivalents, and restricted cash, uninsured amount	$ 800	$ 500
Threshold period past due	90 days
Expected dividend rate	0.00%
Private Placement Warrants
Disaggregation of Revenue [Line Items]
Class of warrant or right, redemption terms, threshold common stock price (in dollars per share) \| $ / shares	$ 18.00
Number of consecutive trading days	20 days
Number of trading-day period	30 days
Maximum
Disaggregation of Revenue [Line Items]
Estimated Useful Life (in years)	8 years
Minimum
Disaggregation of Revenue [Line Items]
Estimated Useful Life (in years)	3 years
Accounts Payable \| Supplier Concentration Risk \| One Professional Service Vendor
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	14.00%
Accounts Payable \| Supplier Concentration Risk \| Supplier B
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	39.00%	55.00%
Customer D \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage		11.00%

Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 41,029	$ 33,578	$ 18,904
Americas
Disaggregation of Revenue [Line Items]
Revenue	15,977	15,656	8,764
Asia and Pacific
Disaggregation of Revenue [Line Items]
Revenue	9,510	7,334	4,270
Europe, Middle East and Africa
Disaggregation of Revenue [Line Items]
Revenue	$ 15,542	$ 10,588	$ 5,870

- Definition

+ References

+ Details

Subsequent Events (Details) - Subsequent Event $ in Millions	Feb. 10, 2023 USD ($) employee
Facility Closing
Subsequent Event [Line Items]
Restructuring and related cost, expected cost	$ 0.5
Minimum
Subsequent Event [Line Items]
Restructuring and related cost, expected number of positions eliminated \| employee	180
Restructuring and related cost, expected cost	$ 27.0
Minimum \| One-time Termination Benefits
Subsequent Event [Line Items]
Restructuring and related cost, expected cost	12.0
Minimum \| Noncash Stock Based Compensation Charge
Subsequent Event [Line Items]
Restructuring and related cost, expected cost	$ 14.5
Maximum
Subsequent Event [Line Items]
Restructuring and related cost, expected number of positions eliminated \| employee	200
Restructuring and related cost, expected cost	$ 30.0
Maximum \| One-time Termination Benefits
Subsequent Event [Line Items]
Restructuring and related cost, expected cost	13.0
Maximum \| Noncash Stock Based Compensation Charge
Subsequent Event [Line Items]
Restructuring and related cost, expected cost	$ 16.5
Velodyne Lidar, Inc.
Subsequent Event [Line Items]
Business combination, exchange ratio	0.8204