0001628280-23-017873 | 10-Q | XBRL Viewer

Leases (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Weighted Average Remaining Lease Term and Discount Rate

Supplemental balance sheet information related to leases was as follows:


	As of
	March 31, 2023		December 31, 2022
Weighted-average remaining lease term (years)	4.42		4.52
Weighted-average discount rate	6.56	%	4.66	%

Schedule of Maturities of the Operating Lease Liabilities

As of March 31, 2023, maturities of lease liabilities under non-cancelable operating leases were as follows (in thousands):


Year ending December 31,
2023 remainder	$	(6,211)
2024	(8,207)
2025	(7,948)
2026	(7,931)
2027	(6,512)
Total undiscounted lease payments	(36,809)
Less: imputed interest	5,497
Total operating lease liabilities	$	(31,312)

Stock-based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Outstanding shares
Restricted stock awards, beginning balance (in shares) \| shares	1,650,815
Granted (in shares) \| shares	2,404,767
Canceled (in shares) \| shares	(397,969)
Vested (in shares) \| shares	(568,675)
Restricted stock awards, ending balance (in shares) \| shares	3,088,938
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 39.83
Granted (in dollars per share) \| $ / shares	12.40
Canceled (in dollars per share) \| $ / shares	16.89
Vested (in dollars per share) \| $ / shares	28.04
Ending balance (in dollars per share) \| $ / shares	$ 23.60

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in- Capital	Accumulated Deficit	Accumulated other comprehensive loss
Beginning balance (in shares) at Dec. 31, 2021		17,220,042
Beginning balance at Dec. 31, 2021	$ 260,700	$ 17	$ 564,045	$ (303,356)	$ (6)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Velodyne Merger (in shares)		82,270
Issuance of common stock upon exercise of stock options	209	$ 0	209
Repurchase of common stock (shares)		(23,311)
Repurchase of common stock	(31)		(31)
Vesting of early exercised stock options	19		19
Stock-based compensation expense	8,750		8,750
Net loss	(32,397)			(32,397)
Other Comprehensive loss	(12)				(12)
Issuance of common stock upon exercise of restricted stock awards - net of tax withholding (in shares)		81,249
Issuance of common stock upon vesting of restricted stock - net of tax withholding	(59)		(59)
Ending balance (in shares) at Mar. 31, 2022		17,360,250
Ending balance at Mar. 31, 2022	$ 237,179	$ 17	572,933	(335,753)	(18)
Beginning balance (in shares) at Dec. 31, 2022	18,658,799	18,658,799
Beginning balance at Dec. 31, 2022	$ 171,619	$ 19	613,665	(441,916)	(149)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Velodyne Merger (in shares)		19,483,269
Issuance of common stock upon Velodyne Merger	$ 306,602	$ 20	306,582
Issuance of common stock upon exercise of stock options (in shares)	10,007	10,007
Issuance of common stock upon exercise of stock options	$ 18		18
Issuance of common stock upon vesting of restricted stock awards (in shares)		568,675
Repurchase of common stock (shares)		(3,753)
Repurchase of common stock	0		0
Vesting of early exercised stock options	27		27
Stock-based compensation expense	21,780		21,780
Net loss	(177,280)			(177,280)
Other Comprehensive loss	$ (30)				(30)
Ending balance (in shares) at Mar. 31, 2023	38,716,997	38,716,997
Ending balance at Mar. 31, 2023	$ 322,736	$ 39	$ 942,072	$ (619,196)	$ (179)

Balance Sheet Components - Schedule of Cash and Cash Equivalents and Short-Term Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 98,429	$ 1,832
Cash equivalents:
Money market funds	17,398	121,100
Total cash and cash equivalents	$ 115,827	$ 122,932	$ 160,783

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”) applicable to interim periods. All intercompany balances and transactions have been eliminated in consolidation. The presentation of certain prior period amounts has been reclassified to conform with current year presentation. The unaudited condensed consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results of operations for the periods shown. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022 and the notes related thereto, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 24, 2023. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by US GAAP. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with US GAAP have been condensed or omitted from this report, as is permitted by applicable rules and regulations. The results of operations for any interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future years or interim periods. On April 6, 2023, the Board of Directors approved a one-for-10 reverse stock split and a corresponding reduction in authorized shares of common stock (the “Reverse Stock Split”). On April 20, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to effect the one-for-10 Reverse Stock Split of the Company’s common stock and a corresponding reduction in authorized shares of common stock. The par value of the Company’s common stock was not adjusted as a result of the Reverse Stock Split. All share and per share amounts and related stockholders’ equity balances presented herein have been retroactively adjusted to reflect the Reverse Stock Split.
Revenue Recognition	Revenue Recognition The Company recognizes revenue 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 A contract with a customer exists when the contract is approved, each party’s rights regarding the product or services to be transferred and the payment terms for the product or services can be identified, it is determined that the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgement in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. 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. 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. Royalties from the license of IP are included in the transaction price in the period the sales occur. Other forms of variable consideration are 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. None of the Company’s contracts contain a significant financing component. All taxes assessed by a governmental authority on a specific revenue-producing transaction collected by the Company from a customer are excluded from the transaction price. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). In the three months ended March 31, 2023 and March 31, 2022, 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. Product revenue The majority of the Company’s revenue comes from product sales of lidar sensors to direct customers and distributors. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. 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. For custom products that require engineering and development based on customer requirements, the Company recognizes revenue over time using an output method based on units of product shipped to date relative to total production units under the contract. Amounts billed to customers for shipping and handling are included in 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. Services The Company’s services revenue consists primarily of product development, validation services and providing maintenance services under our extended warranty contracts. 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 product development and validation service projects, the Company bills and recognizes revenue as the services are performed. For these arrangements, control is transferred over 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. The revenue from the sale of extended warranties is recognized over the warranty period on a ratable basis as the Company stands ready to provide services as needed. Licenses The Company licenses rights to its IP to certain customers and collects royalties based on customer’s product sales. IP revenue recognition is dependent on the nature and terms of each agreement. The Company recognizes license revenue upon the later of (a) delivery of the IP or (b) commencement of the license term if there are no substantive future obligations to perform under the arrangement. Revenue for licenses to future technology developed on a when-and-if -available basis is recognized straight-line over the license period as long as customers continue to have access to the future technology. Royalties from the license of IP are recognized at the later of the period the sales occur or the satisfaction of the performance obligation to which some or all of the royalties have been allocated. Product Warranties The Company provides standard product warranties for a term of typically one to two year depending on a product to ensure that its products comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. The Company also provides service type extended warranties for an additional term ranging up to two additional years. For service type extended warranty contracts, the Company allocates revenue to this performance obligation on a relative standalone selling price basis and recognizes the revenue on a ratable basis over time during the effective period of the services. 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. Remaining performance obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract.
Investments	Investments The Company considers investments with an original maturity greater than three months and remaining maturities less than one year to be short-term investments. The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as long-term investments. The Company classifies its investments as available for sale and reports them at fair value, with unrealized gains and losses recorded in accumulated other comprehensive loss. For investments sold prior to maturity, the cost of investments sold is based on the specific identification method. Realized gains and losses on the sale of investments are recorded in other income, net in the condensed consolidated statement of operations.
Amazon Warrant	Amazon Warrant The Amazon Warrant (as defined in Note 7) is accounted for as an equity instrument. To determine the fair value of the Amazon Warrant on its issuance date, the Company used the Black-Scholes option pricing model. For awards granted to a customer, which are not in exchange for distinct goods or services, the fair value of the awards earned based on service or performance conditions is recorded as a reduction of the transaction price. Accordingly, when Amazon makes payments and vesting conditions become probable of being achieved, the Company records a non-cash stock-based reduction to revenue associated with the Amazon Warrant, which is calculated based on the fair value of the Amazon Warrant shares as of the Velodyne Merger date.
Recently Issued Accounting Pronouncements Not Yet Adopted	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 condensed consolidated financial statements.
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, short-term investments and accounts receivable. Cash, cash equivalents, restricted cash and short-term investments are deposited with federally insured commercial banks. At times, cash balances in the U.S. may be in excess of federal insurance limits. As of March 31, 2023 and December 31, 2022, the Company had cash, cash equivalents and restricted cash with financial institutions in the U.S. of $113.4 million and $123.5 million, respectively. As of March 31, 2023 and December 31, 2022, the Company also had cash on deposit with financial institutions in countries other than the U.S. of approximately $4.1 million and $0.8 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.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130561-203045

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130563-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130563-203045

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126899994&loc=d3e18823-107790

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 19
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130564-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045

+ Details

Restructuring - Schedule of Share-based Compensation Expense by Type (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring Initiative expenses related to one-time employee termination and associated benefits	$ 11,830
Cost of revenue
Restructuring Cost and Reserve [Line Items]
Restructuring Initiative expenses related to one-time employee termination and associated benefits	1,080
Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring Initiative expenses related to one-time employee termination and associated benefits	5,269
Sales and marketing
Restructuring Cost and Reserve [Line Items]
Restructuring Initiative expenses related to one-time employee termination and associated benefits	1,762
General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring Initiative expenses related to one-time employee termination and associated benefits	3,719
Share-based Payment Arrangement
Restructuring Cost and Reserve [Line Items]
Restructuring Initiative expenses related to one-time employee termination and associated benefits	1,800
Share-based Payment Arrangement \| Cost of revenue
Restructuring Cost and Reserve [Line Items]
Restructuring Initiative expenses related to one-time employee termination and associated benefits	70
Share-based Payment Arrangement \| Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring Initiative expenses related to one-time employee termination and associated benefits	1,350
Share-based Payment Arrangement \| Sales and marketing
Restructuring Cost and Reserve [Line Items]
Restructuring Initiative expenses related to one-time employee termination and associated benefits	257
Share-based Payment Arrangement \| General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring Initiative expenses related to one-time employee termination and associated benefits	$ 123

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Schedules of Concentration of Risk

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


	March 31, 2023		December 31, 2022
Customer A	24	%	*
Customer B	13	%	*

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

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


	Three Months Ended March 31,
	2023		2022

Customer C	11	%	*

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

Accounts payable to the Company’s major suppliers and professional services vendors representing 10% or more of total accounts payable were as follows:


	March 31, 2023		December 31, 2022
Supplier A	12	%	*
Supplier B	17	%	39	%
Professional Services Vendor A	*		14	%
Professional Services Vendor B	25	%	*
Professional Services Vendor C	14	%	*

*Accounted for less than 10% of total accounts payable.

Net Loss Per Common Share (Tables)

3 Months Ended

Mar. 31, 2023

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):


	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss	$	(177,280)	$	(32,397)
Denominator:
Weighted average shares used to compute basic and diluted net loss per share	29,411,612		17,090,620
Net loss per common share—basic and diluted	$	(6.03)	$	(1.90)

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

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

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:


	March 31,
	2023	2022
Options to purchase common stock	2,085,665	2,557,768
Public and private common stock warrants	5,231,417	1,599,990
Restricted Stock Units	3,088,938	859,745
Unvested early exercised common stock options	52,435	159,597
ESPP shares pending issuance	251,143	—
Unvested Restricted Stock Awards	422,725	1,165

Total	11,132,323	5,178,265

Stock-based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of Shares Underlying Outstanding Options
Number of shares underlying outstanding options, beginning balance (in shares)	2,101,536
Number of shares underlying outstanding options, options exercised (in shares)	(10,007)
Number of shares underlying outstanding options, options cancelled (in shares)	(5,864)
Number of shares underlying outstanding options, ending balance (in shares)	2,085,665	2,101,536
Number of shares underlying outstanding options, vested and expected to vest (in shares)	2,085,665
Number of shares underlying outstanding options, exercisable (in shares)	1,353,373
Weighted- Average Exercise Price per Share
Weighted average exercise price, beginning balance (in dollars per share)	$ 10.12
Weighted average exercise price, options exercised (in dollars per share)	1.88
Weighted average exercise price, options cancelled (in dollars per share)	40.57
Weighted average exercise price, ending balance (in dollars per share)	10.07	$ 10.12
Weighted average exercise price, options vested and expected to vest (in dollars per share)	10.07
Weighted average exercise price, options exercisable (in dollars per share)	$ 9.09
Weighted- Average Remaining Contractual Term (in years)
Stock options outstanding, weighted average remaining contractual term	7 years 5 months 4 days	7 years 8 months 8 days
Stock options vested and expected to vest, weighted average remaining contractual term	7 years 5 months 4 days
Stock options exercisable, weighted average remaining contractual term	7 years 5 months 1 day
Aggregate Intrinsic Value
Stock options outstanding, aggregate intrinsic value, beginning balance	$ 8,285
Stock options outstanding, aggregate intrinsic value, ending balance	7,880	$ 8,285
Stock options vested and expected to vest, aggregate intrinsic value	7,880
Stock options exercisable, aggregate intrinsic value	$ 5,385

Restructuring - Narrative (Details)	3 Months Ended
Restructuring - Narrative (Details)	Mar. 31, 2023 position
Restructuring and Related Activities [Abstract]
Number of positions eliminated	190

Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	11,132,323	5,178,265
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)	2,085,665	2,557,768
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)	5,231,417	1,599,990
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)	3,088,938	859,745
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)	52,435	159,597
Employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	251,143	0
Unvested Restricted Stock Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	422,725	1,165

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Cash, cash equivalents, and restricted cash, FDIC insured amount	$ 113,400	$ 123,500
Cash, cash equivalents, and restricted cash, uninsured amount	$ 4,100	$ 800
Threshold period past due	90 days
Minimum
Disaggregation of Revenue [Line Items]
Product warranties, term	1 year
Maximum
Disaggregation of Revenue [Line Items]
Product warranties, term	2 years

Description of Business and Basis of Presentation (Details) $ in Millions	Mar. 31, 2023 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash, cash equivalents, and short-term investments	$ 256.7

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Cash and Cash Equivalents and Short-Term Investments

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


	March 31, 2023		December 31, 2022
Cash	$	98,429	$	1,832
Cash equivalents:
Money market funds(1)	17,398		121,100

Total cash and cash equivalents	$	115,827	$	122,932

(1)The Company maintains a cash sweep account, which is included in money market funds as of March 31, 2023 and December 31, 2022. 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 condensed consolidated balance sheets to the amounts reported in the condensed consolidated statements of cash flows (in thousands):


	March 31, 2023		March 31, 2022
Cash and cash equivalents	$	115,827	$	160,783
Restricted cash, current	566		977
Restricted cash, non-current	1,089		1,035
Total cash, cash equivalents and restricted cash	$	117,482	$	162,795

Schedule of Inventory

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


	March 31, 2023		December 31, 2022
Raw materials	$	9,517	$	6,971
Work in process	3,362		3,857
Finished goods	15,847		8,705
Total inventory	$	28,726	$	19,533

Schedule of Prepaid Expenses and Other Current Assets

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


	March 31, 2023		December 31, 2022
Prepaid expenses	$	5,577	$	3,944

Receivable from contract manufacturer	3,267		2,526
Other current assets	1,802		2,073
Total prepaid and other current assets	$	10,646	$	8,543

Schedule of Property, Plant and Equipment

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


	Estimated Useful Life (in years)	March 31, 2023		December 31, 2022
Machinery and equipment	3	$	14,881	$	8,716
Computer equipment	3	1,015		340
Automotive and vehicle hardware	5	22		93
Software	3	573		85
Furniture and fixtures	7	954		848
Construction in progress		3,992		3,448
Leasehold improvements	Shorter of useful life or lease term	10,845		9,319
		32,282		22,849
Less: Accumulated depreciation		(17,639)		(13,154)
Property and equipment, net		$	14,643	$	9,695

Schedule of Goodwill

The following table displays the changes in the carrying amount of goodwill (in thousands):


	Goodwill
Balance - December 31, 2022	$	51,152
Goodwill addition related to Velodyne Merger	115,523
Goodwill impairment charges	(99,409)
Balance - March 31, 2023	$	67,266

Schedule of Finite-Lived Intangible Assets

The following tables present acquired intangible assets, net as of March 31, 2023 and December 31, 2022 (in thousands):


		March 31, 2023
	Estimated Useful Life (in years)	Gross Carrying amount		Accumulated Amortization		Net Book Value
Developed technology	3 - 8	$	23,500	$	(3,113)	$	20,387
Vendor relationship	3	6,600		(3,117)		3,483
Customer relationships	3 - 8	6,300		(516)		5,784
Intangible assets, net		$	36,400	$	(6,746)	$	29,654


		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

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 (the remainder of 2023)	$	5,270
2024	6,604
2025	4,515
2026	3,776
2027	3,682
Thereafter	5,807
Total	$	29,654

Schedule of Accrued and Other Current Liabilities

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


	March 31, 2023		December 31, 2022
Accrued compensation	$	7,290	$	3,758
Uninvoiced receipts	25,509		10,727


Other	8,884		2,586
Total accrued and other current liabilities	$	41,683	$	17,071

- 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)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Balance Sheet Components - Reconciliation of Cash, Cash Equivalents and Restricted Cash Reported (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 115,827	$ 122,932	$ 160,783
Restricted cash, current	566	257	977
Restricted cash, non-current	1,089	1,089	1,035
Total cash, cash equivalents and restricted cash	$ 117,482	$ 124,278	$ 162,795	$ 184,656

Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

Stock option activity for the three months ended March 31, 2023 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—December 31, 2022	2,101,536	$	10.12	7.69	$	8,285
Options exercised	(10,007)	1.88
Options cancelled	(5,864)	40.57
Outstanding—March 31, 2023	2,085,665	$	10.07	7.43	$	7,880
Vested and expected to vest—March 31, 2023	2,085,665	$	10.07	7.43	$	7,880
Exercisable—March 31, 2023	1,353,373	$	9.09	7.42	$	5,385

Schedule of Stock Options Outstanding and Exercisable

The following table summarizes information about stock options outstanding and exercisable at March 31, 2023.


		Options Outstanding		Options Exercisable
Exercise Price		Options Outstanding	Weighted Average Remaining Contractual Life (Years)
$	1.85	367,451	7.26	302,928
2.13		879,795	7.49	547,155
14.22		752,408	7.50	454,578
52.40		21,432	6.47	17,768
$	102.60	64,579	8.10	30,944
		2,085,665		1,353,373

Schedule of Nonvested Restricted Stock Units Activity

A summary of RSU activity is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—December 31, 2022	1,650,815	$	39.83
Granted	2,404,767	12.40
Canceled	(397,969)	16.89
Vested	(568,675)	28.04
Unvested—March 31, 2023	3,088,938	$	23.60

Schedule of Nonvested Restricted Stock Awards Activity

A summary of RSA activity is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—December 31, 2022	—	$	—
Granted	728,646	15.30
Vested	(305,921)	15.30
Unvested—March 31, 2023	422,725	$	15.30

Schedule of Stock-based Compensation

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


	Three Months Ended March 31,
	2023		2022
Cost of revenue	$	774	$	217
Research and development	7,505		3,761
Sales and marketing	2,881		1,524
General and administrative	10,620		3,248
Total stock-based compensation	$	21,780	$	8,750

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


	Three Months Ended March 31,
	2023		2022
RSUs	$	16,330	$	5,901
Stock Options	2,005		2,840
Employee stock purchase plan	184		—
RSAs	3,261		9
Total stock-based compensation	$	21,780	$	8,750

Fair Value of Financial Instruments - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets
Short-term investments	$ 140,909
Level 1
Assets
Short-term investments	0
Level 2
Assets
Short-term investments	140,909
Level 3
Assets
Short-term investments	0
Fair Value, Recurring
Assets
Total financial assets	158,307	$ 121,100
Liabilities
Warrant liabilities	74	180
Total financial liabilities	74	180
Fair Value, Recurring \| Commercial paper
Assets
Short-term investments	121,396
Fair Value, Recurring \| Corporate debt and U.S. government agency securities
Assets
Short-term investments	19,513
Fair Value, Recurring \| Level 1
Assets
Total financial assets	17,398	121,100
Liabilities
Warrant liabilities	0	0
Total financial liabilities	0	0
Fair Value, Recurring \| Level 1 \| Commercial paper
Assets
Short-term investments	0
Fair Value, Recurring \| Level 1 \| Corporate debt and U.S. government agency securities
Assets
Short-term investments	0
Fair Value, Recurring \| Level 2
Assets
Total financial assets	140,909	0
Liabilities
Warrant liabilities	0	0
Total financial liabilities	0	0
Fair Value, Recurring \| Level 2 \| Commercial paper
Assets
Short-term investments	121,396
Fair Value, Recurring \| Level 2 \| Corporate debt and U.S. government agency securities
Assets
Short-term investments	19,513
Fair Value, Recurring \| Level 3
Assets
Total financial assets	0	0
Liabilities
Warrant liabilities	74	180
Total financial liabilities	74	180
Fair Value, Recurring \| Level 3 \| Commercial paper
Assets
Short-term investments	0
Fair Value, Recurring \| Level 3 \| Corporate debt and U.S. government agency securities
Assets
Short-term investments	0
Money market funds \| Fair Value, Recurring
Assets
Money market funds	17,398	121,100
Money market funds \| Fair Value, Recurring \| Level 1
Assets
Money market funds	17,398	121,100
Money market funds \| Fair Value, Recurring \| Level 2
Assets
Money market funds	0	0
Money market funds \| Fair Value, Recurring \| Level 3
Assets
Money market funds	$ 0	$ 0

Business Combination - Schedule of Business Combination (Details) - USD ($) $ in Thousands	Feb. 10, 2023	Mar. 31, 2023	Dec. 31, 2022
Preliminary amounts of identifiable assets and liabilities assumed
Goodwill		$ 67,266	$ 51,152
Velodyne
Business Acquisition [Line Items]
Purchase consideration	$ 306,601
Preliminary amounts of identifiable assets and liabilities assumed
Cash and cash equivalents	32,137
Short-term investments	155,031
Accounts receivable, net	8,611
Inventory	9,700
Prepaid expenses and other current assets	4,387
Unbilled receivable, long-term portion	6,657
Property and equipment, net	9,900
Operating lease, right-of-use assets	10,887
Intangible assets, net	13,000
Other non-current assets	1,047
Accounts payable	(3,356)
Accrued and other current liabilities	(32,821)
Contract liabilities	(5,475)
Operating lease liability, current portion	(3,735)
Operating lease liability, long-term portion	(11,940)
Contract liabilities, long-term portion	(2,206)
Other non-current liabilities	(745)
Total identifiable net assets	191,079
Goodwill	115,523
Net Assets acquired	$ 306,602

Revenue

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

The majority of the Company’s revenue is recognized at a point in time when the customer obtains control of the respective lidar sensor kits. Revenue from the sale of licenses and services was not material for any period presented and, therefore, is not presented separately.

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


	Three Months Ended March 31,
	2023		2022
Americas	$	9,904	$	3,319
Asia and Pacific	2,669		2,356
Europe, Middle East and Africa	4,657		2,883
Total	$	17,230	$	8,558

Revenue contract balances

Timing of revenue recognition may differ from the timing of invoicing to customers. An unbilled receivable is recorded in instances when revenue is recognized prior to invoicing, and amounts collected in advance of services being provided are recorded as deferred revenue. Contract assets are generated when contractual billing schedules differ from revenue recognition timing.

Unbilled receivables

A receivable for multi-year licensing services is generally recorded upon invoicing. A receivable for multi-year license contracts is recorded upon delivery, whether or not invoiced, to the extent the Company has an unconditional right to receive payment in the future related to those licenses. The current portion of these unbilled receivables in the amount of $3.4 million, primarily consisting of unbilled receivables from multi-year license contracts, is included in “Accounts receivable, net” on the condensed consolidated balance sheet.

Contract Assets

Contract assets primarily relate to the Company’s rights to consideration under license arrangements when the licenses have been transferred to the customers, but payment is contingent upon a future event, other than the passage of time (i.e. type of unbilled receivable) and for which the Company does not have an unconditional right at the reporting date.

Contract asset also arises when the timing of billing differs from the timing of revenue recognized, such as when revenue is recognized on guaranteed minimum payments at the inception of the contract when there is not yet a right to invoice in accordance with contract terms and payment is contingent upon future event.

Contract Liabilities

Contract liabilities consist of deferred revenue, customer advanced payments and customer deposits. Deferred revenue includes billings in excess of revenue recognized related to product sales, licenses, extended warranty and other services revenue, and is recognized as revenue when the Company performs under the contract. The long-term portion of deferred revenue, mostly related to obligations under license arrangements and extended warranty, is classified as non-current contract liabilities and is included in other non-current liabilities in the Company’s condensed consolidated balance sheets. Customer advanced payments represent required customer payments in advance of product shipments according to customer’s payment term. Customer advance payments are recognized as revenue when control of the performance obligation is transferred to the customer. Customer deposits represent consideration received from a customer which can be applied to future product or service purchases, or refunded.

Contract assets and liabilities are presented net at the individual contract level in the condensed consolidated balance sheet and are classified as current or noncurrent based on the nature of the underlying contractual rights and obligations.


	March 31, 2023		December 31, 2022

Contract liabilities, current
Deferred revenues from licensing arrangements	$	4,087	$	—
Other contract liabilities	1,878		402

Contract liabilities, long-term portion
Deferred revenues from licensing arrangements	1,802		—
Other contract liabilities	858		342
Total contract liabilities	$	8,625	$	744

- 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

Commitments and Contingencies (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Outstanding letter of credit	$ 1.4	$ 1.3
Third Party Contract Manufacturer
Loss Contingencies [Line Items]
Non-cancelable purchase commitments	28.2
Other Vendors
Loss Contingencies [Line Items]
Non-cancelable purchase commitments	$ 15.3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 115,827	$ 122,932
Restricted cash, current	566	257
Short-term investments	140,909	0
Accounts receivable, net	22,848	11,233
Inventory	28,726	19,533
Prepaid expenses and other current assets	10,646	8,543
Total current assets	319,522	162,498
Property and equipment, net	14,643	9,695
Unbilled receivable, long-term portion	6,657	0
Operating lease, right-of-use assets	21,968	12,997
Goodwill	67,266	51,152
Intangible assets, net	29,654	18,165
Restricted cash, non-current	1,089	1,089
Other non-current assets	3,199	541
Total assets	463,998	256,137
Current liabilities:
Accounts payable	17,634	8,798
Accrued and other current liabilities	41,683	17,071
Contract liabilities	5,965	402
Operating lease liability, current portion	7,404	3,221
Total current liabilities	72,686	29,492
Operating lease liability, long-term portion	23,908	13,400
Debt	39,853	39,574
Contract liabilities, long-term portion	2,660	342
Other non-current liabilities	2,155	1,710
Total liabilities	141,262	84,518
Commitments and contingencies (Note 8 )
Stockholders’ equity:
Common stock, $0.0001 par value; 100,000,000 shares authorized at March 31, 2023 and December 31, 2022; 38,716,997 and 18,658,799 issued and outstanding at March 31, 2023 and December 31, 2022, respectively.	39	19
Additional paid-in capital	942,072	613,665
Accumulated deficit	(619,196)	(441,916)
Accumulated other comprehensive loss	(179)	(149)
Total stockholders’ equity	322,736	171,619
Total liabilities and stockholders’ equity	$ 463,998	$ 256,137

Warrants (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of Fair Value Measurement Inputs

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


	December 31, 2021			March 31, 2022			December 31, 2022			March 31, 2023
Stock price	$	52.00		$	46.00		$	8.60		$	8.40
Exercise price of warrant	115.00			115.00			115.00			115.00
Expected term (years)	4.19			3.95			3.19			2.95
Expected volatility	57.00		%	56.81		%	70.01		%	65.00		%
Risk-free interest rate	1.14		%	2.55		%	4.39		%	3.82		%

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (177,280)	$ (32,397)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill impairment charges	99,409	0
Depreciation and amortization	6,159	2,385
Loss on write-off of construction in progress and right-of-use asset impairment	1,423	0
Stock-based compensation	21,780	8,750
Change in right-of-use asset	1,112	644
Interest expense	685	0
Amortization of debt issuance costs and debt discount	62	0
Accretion or amortization on short-term investments	(805)	0
Change in fair value of warrant liabilities	(106)	(1,745)
Inventory write down	2,836	203
Provision for doubtful accounts	445	0
Loss/(Gain) from disposal of property and equipment	145	(100)
Changes in operating assets and liabilities, net of acquisition effects:
Accounts receivable	(3,450)	842
Inventory	(2,329)	(4,373)
Prepaid expenses and other assets	672	2,480
Accounts payable	5,488	4,807
Accrued and other liabilities	(9,218)	(2,551)
Contract liabilities	944	0
Operating lease liability	(984)	(772)
Net cash used in operating activities	(53,012)	(21,827)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property and equipment	168	275
Purchase of short-term investments	(5,003)	0
Proceeds from sales of short-term investments	19,981	0
Purchases of property and equipment	(1,006)	(416)
Cash and cash equivalents acquired in the Velodyne Merger	32,137	0
Net cash provided by (used in) investing activities	46,277	(141)
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of common stock	0	(31)
Proceeds from exercise of stock options	18	209
Taxes paid related to net share settlement of restricted stock units	0	(59)
Net cash provided by financing activities	18	119
Effect of exchange rates on cash and cash equivalents	(79)	(12)
Net decrease in cash, cash equivalents and restricted cash	(6,796)	(21,861)
Cash, cash equivalents and restricted cash at beginning of period	124,278	184,656
Cash, cash equivalents and restricted cash at end of period	117,482	162,795
SUPPLEMENTAL DISCLOSURES OF OPERATING ACTIVITIES:
Cash paid for interest	1,383	0
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Property and equipment purchases included in accounts payable and accrued liabilities	258	377
Common stock shares issued in the Velodyne Merger	297,425	0
Common stock warrants issued in the Velodyne Merger	$ 9,177	$ 0

Leases - Schedule of Maturities of the Operating Lease Liabilities (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Leases [Abstract]
2023 remainder	$ (6,211)
2024	(8,207)
2025	(7,948)
2026	(7,931)
2027	(6,512)
Total undiscounted lease payments	(36,809)
Less: imputed interest	5,497
Total operating lease liabilities	$ (31,312)

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2023

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):


	March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents:
Money market funds	$	17,398	$	—	$	—	$	17,398
Short-term investments:
Commercial paper	—		$	121,396	—		121,396
Corporate debt and U.S. government agency securities	—		$	19,513	—		19,513
Total short-term investments	—		140,909		—		140,909
Total financial assets	$	17,398	$	140,909	$	—	$	158,307
Liabilities
Warrant liabilities	$	—	$	—	$	74	$	74
Total financial liabilities	$	—	$	—	$	74	$	74


	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

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

Commercial paper, corporate debt and U.S. government agency securities are included within Level 2 of the fair value hierarchy because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.

The fair value of the warrant liabilities from the CLA private placement warrants (“Private Placement warrants”) 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 7).

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


	Private Placement Warrant Liability
Fair value as of December 31, 2022	$	(180)
Change in the fair value included in other income, net	106
Fair value as of March 31, 2023	$	(74)

Fair value as of December 31, 2021	(7,626)

Change in the fair value included in other income, net	1,745

Fair value as of March 31, 2022	$	(5,881)

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

Financial instruments that are not re-measured at fair value include accounts receivable, accounts payable, accrued and other current liabilities and 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

Stock-based Compensation - Schedule of Nonvested Restricted Stock Awards Activity (Details) - Restricted Stock	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Outstanding shares
Restricted stock awards, beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	728,646
Vested (in shares) \| shares	(305,921)
Restricted stock awards, ending balance (in shares) \| shares	422,725
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	15.30
Vested (in dollars per share) \| $ / shares	15.30
Ending balance (in dollars per share) \| $ / shares	$ 15.30

Warrants - Schedule of Fair Value Measurement Inputs of Private Placement Warrants (Details) - Valuation Technique, Option Pricing Model - Private Placement Warrants	Mar. 31, 2023 $ / shares year	Dec. 31, 2022 $ / shares year	Mar. 31, 2022 $ / shares year	Dec. 31, 2021 $ / shares year
Stock price
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| $ / shares	8.40	8.60	46.00	52.00
Exercise price of warrant
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	115.00	115.00	115.00	115.00
Expected term (years)
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	2.95	3.19	3.95	4.19
Expected volatility
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.6500	0.7001	0.5681	0.5700
Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.0382	0.0439	0.0255	0.0114

Debt - Schedule of Long-term Debt (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Debt Disclosure [Abstract]
Long-term debt	$ 40,000
End of term fee	554
Less: unamortized debt discount	(456)
Less: debt issuance costs	(245)
Convertible notes, net	$ 39,853

- Definition

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

+ References + Details

Business Combination - Schedule of Acquired Indefinite-Lived Intangible Assets by Major Class (Details) - Velodyne $ in Thousands	Feb. 10, 2023 USD ($)
Business Acquisition [Line Items]
Estimated Fair Value	$ 13,000
Customer relationships
Business Acquisition [Line Items]
Estimated Useful Life (in years)	8 years
Estimated Fair Value	$ 5,400
Developed technology - Hardware
Business Acquisition [Line Items]
Estimated Useful Life (in years)	3 years
Estimated Fair Value	$ 2,500
Developed technology - Software
Business Acquisition [Line Items]
Estimated Useful Life (in years)	5 years
Estimated Fair Value	$ 5,100

Leases - Narrative (Details) $ in Millions	3 Months Ended
Leases - Narrative (Details) $ in Millions	Mar. 31, 2023 USD ($) ft²	Mar. 31, 2022 USD ($)	Feb. 10, 2023 ft²	Dec. 31, 2022 agreement
Lessee, Lease, Description [Line Items]
Operating lease, cost \| $	$ 2.4	$ 1.0
Operating lease, impairment loss \| $	0.8
Velodyne
Lessee, Lease, Description [Line Items]
Operating lease liability assumed in business acquisition \| $	$ 15.3
Headquarters Located in San Francisco, California
Lessee, Lease, Description [Line Items]
Leased area \| ft²	26,125
Office Space adjacent to Corporate Headquarters
Lessee, Lease, Description [Line Items]
Leased area \| ft²	20,032
Other Operating Real Estate Leases
Lessee, Lease, Description [Line Items]
Operating lease, number of lease agreements \| agreement				5
Other Operating Real Estate Leases \| Minimum
Lessee, Lease, Description [Line Items]
Remaining lease term				1 year
Other Operating Real Estate Leases \| Maximum
Lessee, Lease, Description [Line Items]
Remaining lease term				3 years
Office and Manufacturing Space In San Jose, California
Lessee, Lease, Description [Line Items]
Leased area \| ft²			204,000

COVER - shares	3 Months Ended
COVER - shares	Mar. 31, 2023	May 10, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
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
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		38,814,621
Amendment Flag	false
Entity Central Index Key	0001816581
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
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 WSA
Security Exchange Name	NYSEAMER

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 5,577	$ 3,944
Receivable from contract manufacturer	3,267	2,526
Other current assets	1,802	2,073
Total prepaid and other current assets	$ 10,646	$ 8,543

Stock-based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

As of March 31, 2023, the Company has five equity incentive plans: its Amended and Restated 2015 Stock Plan (the “2015 Plan”), the Sense Photonics, Inc. 2017 Equity Incentive Plan (the “Sense Plan”), the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the “Velodyne Plan”), its 2021 Incentive Award Plan (the “2021 Plan”) and its 2022 Employee Stock Purchase Plan (the “2022 ESPP” and, collectively with the 2015 Plan, the Sense Plan, the Velodyne Plan and the 2021 Plan, together the “Plans”).

The Plans, other than the 2022 ESPP, provide for the grant of stock options, stock appreciation rights, restricted stock awards (“RSAs”), 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. New equity awards may only be granted under the Velodyne Plan and the 2021 Plan. Awards under the Velodyne Plan may be granted to employees, including officers, who were not previously employed by the Company or a subsidiary of the Company, in each case, as of February 10, 2023, within the limits provided in the 2021 Plan. Awards under the 2021 Plan also be granted to employees, including officers, directors and consultants of the Company and its subsidiaries, in each case, within the limits provided in the 2021 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. 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 March 31, 2023, 0.7 million shares of the Company’s common stock were available for issuance under the 2022 ESPP. 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.

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 condensed consolidated balance sheets.

Stock option activity for the three months ended March 31, 2023 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—December 31, 2022	2,101,536	$	10.12	7.69	$	8,285
Options exercised	(10,007)	1.88
Options cancelled	(5,864)	40.57
Outstanding—March 31, 2023	2,085,665	$	10.07	7.43	$	7,880
Vested and expected to vest—March 31, 2023	2,085,665	$	10.07	7.43	$	7,880
Exercisable—March 31, 2023	1,353,373	$	9.09	7.42	$	5,385

The following table summarizes information about stock options outstanding and exercisable at March 31, 2023.


		Options Outstanding		Options Exercisable
Exercise Price		Options Outstanding	Weighted Average Remaining Contractual Life (Years)
$	1.85	367,451	7.26	302,928
2.13		879,795	7.49	547,155
14.22		752,408	7.50	454,578
52.40		21,432	6.47	17,768
$	102.60	64,579	8.10	30,944
		2,085,665		1,353,373

As of March 31, 2023, there was approximately $11.5 million of unamortized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted average period of 1.4 years.

Restricted Stock Units

A summary of RSU activity is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—December 31, 2022	1,650,815	$	39.83
Granted	2,404,767	12.40
Canceled	(397,969)	16.89
Vested	(568,675)	28.04
Unvested—March 31, 2023	3,088,938	$	23.60

Stock compensation expense is recognized on a straight-line basis over the vesting period of each award of RSUs. As of March 31, 2023, total compensation expense related to unvested RSUs granted to employees, but not yet recognized, was $68.7 million, with a weighted-average remaining vesting period of 2.6 years. RSUs settle into shares of common stock upon vesting.

Restricted Stock Awards

A summary of RSA activity is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—December 31, 2022	—	$	—
Granted	728,646	15.30
Vested	(305,921)	15.30
Unvested—March 31, 2023	422,725	$	15.30

Stock compensation expense is recognized on a straight-line basis over the vesting period of each award of RSAs. As of March 31, 2023, total compensation expense related to unvested RSAs granted to employees, but not yet recognized, was $5.0 million, with a weighted-average remaining vesting period of 2.4 years. The common stock comprising RSAs is issued at grant but, generally, is subject to a risk of forfeiture if the holder terminates service with the Company and its subsidiaries prior to vesting.

Stock-Based Compensation Expense

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


	Three Months Ended March 31,
	2023		2022
Cost of revenue	$	774	$	217
Research and development	7,505		3,761
Sales and marketing	2,881		1,524
General and administrative	10,620		3,248
Total stock-based compensation	$	21,780	$	8,750

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


	Three Months Ended March 31,
	2023		2022
RSUs	$	16,330	$	5,901
Stock Options	2,005		2,840
Employee stock purchase plan	184		—
RSAs	3,261		9
Total stock-based compensation	$	21,780	$	8,750

Share based compensation recognized upon completion of the Velodyne Merger

The Company recognized $6.1 million of stock-based compensation expense related to accelerated vesting of certain RSUs upon completion of the Velodyne Merger and termination of employment of some of its executives and members of the board, who had accelerated vesting provisions in the event of a change in control. Additionally, the Company recognized $2.4 million of stock-based compensation expense related to accelerated vesting of certain Velodyne restricted stock units, restricted stock awards and performance-based awards upon completion of the Velodyne Merger and termination of employment of some of Velodyne executives.

Revenue - Narrative (Details) $ in Millions	Mar. 31, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Current portion of unbilled receivables	$ 3.4

Net Loss Per Common Share

3 Months Ended

Mar. 31, 2023

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):


	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss	$	(177,280)	$	(32,397)
Denominator:
Weighted average shares used to compute basic and diluted net loss per share	29,411,612		17,090,620
Net loss per common share—basic and diluted	$	(6.03)	$	(1.90)

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


	March 31,
	2023	2022
Options to purchase common stock	2,085,665	2,557,768
Public and private common stock warrants	5,231,417	1,599,990
Restricted Stock Units	3,088,938	859,745
Unvested early exercised common stock options	52,435	159,597
ESPP shares pending issuance	251,143	—
Unvested Restricted Stock Awards	422,725	1,165

Total	11,132,323	5,178,265

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares outstanding (in shares)	38,716,997	18,658,799
Common stock, shares issued (in shares)	38,716,997	18,658,799

Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

Loan and Security Agreement

On April 29, 2022, the Company entered into the Loan Agreement with Hercules Capital, Inc. (“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 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 March 31, 2023, the Company 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.

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 was eliminated and replaced as of the closing of the Velodyne Merger, 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 the 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.

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.

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.

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.

As of March 31, 2023, the Company is in compliance with all financial covenants under the Loan Agreement.

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


	March 31, 2023
Long-term debt	$	40,000
End of term fee	554
Less: unamortized debt discount	(456)
Less: debt issuance costs	(245)
Total debt	$	39,853

Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

The Company leases its headquarters located in San Francisco, California, where we lease properties as follows: (i) 26,125 square feet of office space pursuant to a lease that is scheduled to expire in August 2027 and (ii) 20,032 square feet of office space in a building adjacent to our corporate headquarters, which term is scheduled to expire in August 2027. Prior 2023 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.

Since February 10, 2023, the Company also assumed long-term non-cancellable lease agreements stemming from the Velodyne Merger: (i) approximately 204,000 square feet of office and manufacturing space in San Jose, California and (ii) additional space pursuant to the assumed leases for offices located in Alameda, California; and Bengaluru, India.

Supplemental balance sheet information related to leases was as follows:


	As of
	March 31, 2023		December 31, 2022
Weighted-average remaining lease term (years)	4.42		4.52
Weighted-average discount rate	6.56	%	4.66	%

The Company incurred total lease costs in its condensed consolidated statements of operations of $2.4 million and $1.0 million for the three months ended March 31, 2023 and 2022, respectively.

Additionally, the Company determined that the lease office facility located in Bengalaru, India assumed in the Velodyne Merger was not needed to support the future growth of its business. The Company fully vacated the facilities in March 2023 and remains contractually obligated to the lessor for the underlying lease. The Company recorded $0.8 million for right-of-use asset impairment in connection with these leased office facilities.

As of March 31, 2023, the carrying amount of the acquired lease liability stemming from the Velodyne Merger on the condensed consolidated balance sheet was approximately $15.3 million.

As of March 31, 2023, maturities of lease liabilities under non-cancelable operating leases were as follows (in thousands):


Year ending December 31,
2023 remainder	$	(6,211)
2024	(8,207)
2025	(7,948)
2026	(7,931)
2027	(6,512)
Total undiscounted lease payments	(36,809)
Less: imputed interest	5,497
Total operating lease liabilities	$	(31,312)

Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Short-term investments	$ 140,909		$ 0
Restricted cash	1,700		1,300
Restricted cash, current	566	$ 977	257
Restricted cash, non-current	1,089	1,035	1,089
Depreciation expense	4,600	1,300
Goodwill impairment charges	99,409	0
Goodwill	67,266		$ 51,152
Amortization expense	$ 1,500	$ 1,100

- 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

Revenue - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Contract liabilities, current
Deferred revenues from licensing arrangements	$ 4,087	$ 0
Other contract liabilities	1,878	402
Contract liabilities, long-term portion
Deferred revenues from licensing arrangements	1,802	0
Other contract liabilities	858	342
Total contract liabilities	$ 8,625	$ 744

Balance Sheet Components - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2023	Jun. 30, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying amount	$ 36,400		$ 23,400
Accumulated Amortization	(6,746)		(5,235)
Net Book Value	29,654		18,165
Developed technology
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)		8 years
Gross Carrying amount	23,500		15,900
Accumulated Amortization	(3,113)		(2,318)
Net Book Value	$ 20,387		13,582
Developed technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	3 years
Developed technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	8 years
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	(3,117)		(2,567)
Net Book Value	3,483		4,033
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)		3 years
Gross Carrying amount	6,300		900
Accumulated Amortization	(516)		(350)
Net Book Value	$ 5,784		$ 550
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	3 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	8 years

Business Combination - Narrative (Details) - Velodyne $ in Thousands		2 Months Ended
	Feb. 10, 2023 USD ($)	Mar. 31, 2023 USD ($)
Business Acquisition [Line Items]
Business combination, exchange ratio	0.8204
Business combination, purchase price	$ 306,601
Business combination, acquisition related costs	$ 13,000
Business combination, revenue of acquiree since acquisition date		$ 6,400
Business combination, loss of acquiree since acquisition date		$ 29,700
Customer relationships
Business Acquisition [Line Items]
Estimated useful life	8 years
Amazon Warrant
Business Acquisition [Line Items]
Business combination, consideration transferred, warrants and rights assumed	$ 8,600

Warrants - Narrative (Details)		1 Months Ended	3 Months Ended
Warrants - Narrative (Details)	Feb. 10, 2023 USD ($) year $ / shares shares	Aug. 31, 2020 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) year shares	Mar. 31, 2022 USD ($) year	Dec. 31, 2022 year	Feb. 28, 2022 USD ($)	Dec. 31, 2021 year	Mar. 11, 2021 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Warrants, loss (gain) from fair value adjustment \| $			$ (106,000)	$ (1,745,000)
Conversion of CLA Units to Ouster Common Stock \| CLA
Class of Warrant or Right [Line Items]
Number of ordinary shares called by each warrant (in shares)		1
Conversion of CLA Units to Public Warrant \| CLA
Class of Warrant or Right [Line Items]
Number of ordinary shares called by each warrant (in shares)		0.5
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants, loss (gain) from fair value adjustment \| $			$ (100,000)	$ (1,700,000)
Private Placement Warrants \| Expected term (years) \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| year			2.95	3.95	3.19		4.19
Private Placement Warrants \| Expected volatility \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs			0.6500	0.5681	0.7001		0.5700
Private Placement Warrants \| Risk-free interest rate \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs			0.0382	0.0255	0.0439		0.0114
Public Warrants
Class of Warrant or Right [Line Items]
Redeem of warrants, price (in dollars per share) \| $ / shares		$ 0.10
Warrants outstanding (in shares)								999,999
Warrant liabilities \| $								$ 17,900,000
Exercise of warrant, threshold common stock price (in dollars per share) \| $ / shares		$ 180.00
Exercise of warrant, threshold trading days		20 days
Exercise of warrant, threshold trading-day period		30 days
Public Warrants \| Velodyne
Class of Warrant or Right [Line Items]
Redeem of warrants, price (in dollars per share) \| $ / shares	$ 0.10
Number of ordinary shares called by each warrant (in shares)	0.06153
Warrants issued, exercise price (in dollars per share) \| $ / shares	$ 140.20
Exercise of warrant, threshold common stock price (in dollars per share) \| $ / shares	$ 219.41
Exercise of warrant, threshold trading days	20 days
Exercise of warrant, threshold trading-day period	30 days
Number of warrants acquired in business combination (in shares)	5,973,170
Public Warrants \| CLA
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares)		2,000,000
Warrant, exercisable, threshold period		12 months
Warrant, expiration period		5 years
Warrants issued, exercise price (in dollars per share) \| $ / shares		$ 115.00
Public Warrants \| Conversion of Warrant to Ouster Common Stock
Class of Warrant or Right [Line Items]
Number of ordinary shares called by each warrant (in shares)								0.1
Amazon Warrant \| Velodyne
Class of Warrant or Right [Line Items]
Business combination, consideration transferred, warrants and rights assumed \| $	$ 8,600,000
Amazon Warrant \| Velodyne \| Expected term (years) \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| year	6.98
Amazon Warrant \| Velodyne \| Expected volatility \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.537
Amazon Warrant \| Velodyne \| Risk-free interest rate \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.0386
Amazon Warrant \| Velodyne \| Expected dividend rate \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0
Sponsor \| Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares)		600,000
Redeem of warrants, price (in dollars per share) \| $ / shares		$ 10.00
Warrant, aggregated purchase price \| $		$ 6,000,000
Warrant, exercisable, threshold period		12 months
Warrant, expiration period		5 years
Warrants issued, exercise price (in dollars per share) \| $ / shares								$ 115.00
Sponsor \| Private Placement Warrants \| Conversion of Warrant to Ouster Common Stock
Class of Warrant or Right [Line Items]
Number of ordinary shares called by each warrant (in shares)								0.1
Amazoncom NV Investment Holdings LLLC \| Amazon Warrant \| Velodyne
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares)	3,263,898
Warrants issued, exercise price (in dollars per share) \| $ / shares	$ 50.71
Vesting schedule of warrant, percent	50.00%
Class of warrant or right, vesting payments to be received \| $						$ 100,000,000
Amazoncom NV Investment Holdings LLLC \| Amazon Warrant, Common Stock Vested \| Velodyne
Class of Warrant or Right [Line Items]
Class of warrant or right, number of common shares vested (in shares)	1,848,694
Number of warrants vested (in shares)			1,848,694
Amazoncom NV Investment Holdings LLLC \| Amazon Warrant, Common Stock Unvested \| Velodyne
Class of Warrant or Right [Line Items]
Warrant liabilities \| $	$ 6,500,000
Class of warrant or right, number of common shares unvested (in shares)	1,415,204

Description of Business and Basis of Presentation	3 Months Ended
Description of Business and Basis of Presentation	Mar. 31, 2023
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”. (“CLA”). 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” and prior to the Merger (as defined below)), was incorporated in the state of Delaware on June 30, 2015. The Company is a leading provider of high-resolution digital lidar sensors that offer advanced 3D vision to machinery, vehicles, robots, and fixed infrastructure assets, allowing each to understand and visualize the surrounding world and ultimately enabling safe operation and ubiquitous autonomy. Unless the context otherwise requires, references in this subsection to “the Company” refer to the business and operations of OTI (formerly known as Ouster, Inc.) and its consolidated subsidiaries prior to the Merger (as defined below) and to Ouster, Inc. (formerly known as CLA) and its consolidated subsidiaries following the consummation of the Merger. 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 (the “Merger”) with the Company pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 21, 2020. The Merger was accounted for as a reverse recapitalization, CLA is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Merger being treated as the equivalent of OTI issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. On February 10, 2023, the Company completed the merger with Velodyne Lidar, Inc., a Delaware corporation (“Velodyne”) pursuant to the terms of the Agreement and Plan of Merger (the “Velodyne Merger Agreement”) with Velodyne, Merger Sub I and Merger Sub II (the “Velodyne Merger”) dated as of November 4, 2022, accounted for as a business combination with the Company being an accounting acquiror (Note 3). Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”) applicable to interim periods. All intercompany balances and transactions have been eliminated in consolidation. The presentation of certain prior period amounts has been reclassified to conform with current year presentation. The unaudited condensed consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results of operations for the periods shown. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022 and the notes related thereto, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 24, 2023. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by US GAAP. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with US GAAP have been condensed or omitted from this report, as is permitted by applicable rules and regulations. The results of operations for any interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future years or interim periods. On April 6, 2023, the Board of Directors approved a one-for-10 reverse stock split and a corresponding reduction in authorized shares of common stock (the “Reverse Stock Split”). On April 20, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to effect the one-for-10 Reverse Stock Split of the Company’s common stock and a corresponding reduction in authorized shares of common stock. The par value of the Company’s common stock was not adjusted as a result of the Reverse Stock Split. All share and per share amounts and related stockholders’ equity balances presented herein have been retroactively adjusted to reflect the Reverse Stock Split. Liquidity The Company’s principal sources of liquidity are its cash and cash equivalents and short-term investments funded through the Merger and the Velodyne Merger, cash generated from revenues, sales of common stock under its at-the market equity offering program and the Loan Agreement with Hercules Capital, Inc. As of March 31, 2023, the Company’s existing sources of liquidity included cash, cash equivalents and short-term investments of $256.7 million. The Company has incurred losses and negative cash flows from operations for several years. If the Company continues to incur losses in the future, it may need to improve liquidity and raise additional capital through the issuance of equity and/or debt. There can be no assurance that the Company would be able to raise such capital. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least twelve months from the date the audited consolidated financial statements were available for issuance.

Business Combination - Schedule of Pro Forma Information, Adjustments (Details) - Velodyne - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Business Acquisition [Line Items]
Net loss	$ (175,835)	$ (104,111)
An increase in amortization expense related to the fair value of acquired identifiable intangible assets, net of the amortization expense already reflected in actual historical results
Business Acquisition [Line Items]
Net loss	(277)	(754)
A decrease (increase) in expenses related to the transaction expenses
Business Acquisition [Line Items]
Net loss	6,058	(6,058)
A net increase in revenue related to the impact of the acceleration of the Amazon Warrant vesting recognized by Velodyne at the close of the Velodyne Merger transaction
Business Acquisition [Line Items]
Net loss	3,656	0
A decrease in expenses related to the impact of the acceleration of the Amazon Warrant vesting recognized by Velodyne at the close of the Velodyne Merger transaction
Business Acquisition [Line Items]
Net loss	26,704	0
Represents decrease (increase) in additional stock-based compensation expense related to Ouster employee terminations due to change in control.
Business Acquisition [Line Items]
Net loss	6,383	(5,195)
Represents a decrease (increase) in severance expense in connection with the Velodyne Merger transaction
Business Acquisition [Line Items]
Net loss	$ 10,586	$ (10,586)

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
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, 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 condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. The outstanding amount of the letters of credit was $1.4 million and $1.3 million as of March 31, 2023 and December 31, 2022, respectively. Non-Cancelable Purchase Commitments As of March 31, 2023, the Company had non-cancelable purchase commitments to third-party contract manufacturers for approximately $28.2 million and other vendors for approximately $15.3 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 because a loss is not considered probable or cannot be reasonably estimated: Velodyne Legacy Litigation On December 1, 2022, December 20, 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., and Cristino v. Velodyne, et. al. On December 29, 2022, a lawsuit alleging the same claims was filed in the District of Delaware: Wheeler v. Velodyne et. al. The complaints alleged that Velodyne’s disclosures in connection with the Merger with Ouster were materially incomplete and misleading. Velodyne also received eleven demand letters from stockholders making similar allegations regarding Velodyne’s disclosures relating to the Merger. All four lawsuits have been voluntarily dismissed by the respective Plaintiffs. The Company does not believe the allegations in the complaints and demand letters are meritorious. On March 3, 2021, a purported shareholder of Velodyne filed a complaint for a putative class action against Velodyne, Anand Gopalan and Andrew Hamer in the United States District Court, Northern District of California, entitled Moradpour v. Velodyne Lidar, Inc., et al., No. 3:21-cv01486-SI. The complaint alleged purported violations of the federal securities laws and that, among other things, the defendants made materially false and/or misleading statements and failed to disclose material facts about the Company’s business, operations and prospects, including with respect to David Hall’s role with Velodyne and removal as Chairman of Velodyne’s Board of Directors. The complaint alleged that purported class members have suffered losses and sought, among other things, an award of compensatory damages on behalf of a putative class of persons who purchased or otherwise acquired Velodyne’s securities between November 9, 2020 and February 19, 2021. On March 12, 2021, a putative class action entitled Reese v. Velodyne Lidar, Inc., et al., No. 3:21-cv-01736-VC, was filed against Velodyne, Mr. Gopalan and Mr. Hamer in the United States District Court for the Northern District of California, based on allegations similar to those in the earlier class action and seeking recovery on behalf of the same putative class. On March 19, 2021, another putative class action entitled Nick v. Velodyne Lidar, Inc., et al., No. 4:21-cv-01950-JST, was filed in the United States District Court for the Northern District of California, against Velodyne, Mr. Gopalan, Mr. Hamer, two current or former directors, and three other entities. The complaint was based on allegations similar to those in the earlier class actions and sought, among other things, an award of compensatory damages on behalf of a putative class of persons who purchased or otherwise acquired Velodyne’s securities between July 2, 2020 and March 17, 2021. The class actions have been consolidated, lead plaintiffs have been appointed and an amended consolidated complaint was filed on September 1, 2021, based on allegations similar to those in the earlier class actions. Velodyne filed a motion to dismiss the amended and consolidated complaint on November 1, 2021. The plaintiffs filed a first amended complaint on February 11, 2022. Velodyne filed a motion to dismiss on March 4, 2022. On July 1, 2022, the court denied the motion to dismiss as it relates to the claims related to David Hall’s role with Velodyne, but granted the motion to dismiss as to all other claims. The case is proceeding with discovery. The Company does not believe the claims are meritorious and intends to defend the actions vigorously. On March 12, 2021, a putative shareholder derivative lawsuit entitled D’Arcy v. Gopalan, et al., No. 1:21-cv-00369-MN, was filed in the United States District Court for the District of Delaware against current and former directors and/or officers Anand Gopalan, Andrew Hamer, David S. Hall, Marta Thoma Hall, Joseph B. Culkin, Michael E. Dee, James A. Graf, Barbara Samardzich, and Christopher A. Thomas, and names Velodyne as a nominal defendant. The complaint asserted claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets against all of the individual defendants, and asserted a contribution claim under the federal securities laws against Mr. Gopalan and Mr. Hamer. On March 16, 2021, a second shareholder derivative lawsuit entitled Kondner, et al. v. Culkin, et al., No. 1:21cv-00391-MN, was filed in the United States District Court for the District of Delaware against most of the same defendants named in the earlier derivative complaint, and asserted claims against the individual defendants for alleged breaches of fiduciary duty and waste of corporate assets. Both derivative actions are based on allegations similar to those in the class actions discussed above, and have now been consolidated. On January 3, 2022, the plaintiffs filed an amended complaint. The case is stayed pending the outcome of the Moradpour complaint. The Company does not believe the claims are meritorious and intends to defend the actions vigorously. On January 18, 2022, David and Marta Hall filed a lawsuit in the Superior Court of California, County of Alameda, against current and former officers and directors of Velodyne, as well as Jeff Vetter, Velodyne’s outside counsel. The Halls are seeking to recover damages for financial and other injuries they allegedly sustained as a result of the merger between Graf and Velodyne. On May 3, 2022, certain defendants filed motions to compel arbitration and other defendants filed motions to quash service of process for lack of personal jurisdiction. The court conducted a hearing on the motions on July 20, 2022. On August 30, 2022, the court granted the motion to quash service with respect the out of state defendants. On October 3, 2022, the court granted the motion to compel Mr. Hall to arbitrate his claims, and stayed proceedings on Ms. Hall’s claims pending arbitration of Mr. Hall’s claims. On October 20, 2022, David and Marta voluntarily dismissed the action without prejudice. On January 3, 2023, the Halls filed an arbitration demand with the same allegations as the prior lawsuit. On December 8, 2021, Velodyne received a subpoena for documents related to Wei Weng’s trading in stock of Graf Acquisition Corp. (Velodyne’s predecessor) stock during 2020, prior to the announcement that Velodyne was planning to merge into Graf Acquisition Corp. Velodyne has complied with the SEC’s requests to date; however, the SEC may request additional documents or information. Ouster Litigation 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. Other than as set forth above, as of March 31, 2023 and December 31, 2022 there were no material updates and no other material litigation matters. Indemnification From time to time, the Company enters into agreements in the ordinary course of business that include indemnification provisions. Generally, in these provisions the Company agrees to defend, indemnify, and hold harmless the indemnified parties for claims and losses suffered or incurred by such indemnified parties for which the Company is responsible under the applicable indemnification provisions. The terms of the indemnification provisions vary depending upon negotiations between the Company and its counterpart; however, typically, these indemnification obligations survive the term of the contract and the maximum potential amount of future payments the Company could be required to make pursuant to these provisions are uncapped. To date, the Company has never incurred costs to 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. The unaudited condensed consolidated financial statements do not include a liability for any potential obligations under the indemnification agreements at March 31, 2023 and December 31, 2022.

Balance Sheet Components - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2023 (the remainder of 2023)	$ 5,270
2024	6,604
2025	4,515
2026	3,776
2027	3,682
Thereafter	5,807
Net Book Value	$ 29,654	$ 18,165

Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

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


	March 31, 2023
Long-term debt	$	40,000
End of term fee	554
Less: unamortized debt discount	(456)
Less: debt issuance costs	(245)
Total debt	$	39,853

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Balance Sheet Components - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 32,282	$ 22,849
Less: Accumulated depreciation	(17,639)	(13,154)
Property and equipment, net	$ 14,643	9,695
Machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 14,881	8,716
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 1,015	340
Automotive and vehicle hardware
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Property, plant and equipment, gross	$ 22	93
Software
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 573	85
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	7 years
Property, plant and equipment, gross	$ 954	848
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,992	3,448
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 10,845	$ 9,319

Subsequent events (Details)	Apr. 20, 2023
Subsequent Event
Subsequent Event [Line Items]
Stock split, conversion ratio	0.1

Stock-based Compensation - Schedule of Stock Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 21,780	$ 8,750
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	16,330	5,901
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	2,005	2,840
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	184	0
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 3,261	$ 9

Business Combination - Schedule of Business Acquisition, Pro Forma Information (Details) - Velodyne - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Business Acquisition [Line Items]
Revenue	$ 20,886	$ 14,738
Net loss	$ (175,835)	$ (104,111)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue	$ 17,230	$ 8,558
Cost of revenue	17,606	5,967
Gross (loss) profit	(376)	2,591
Operating expenses:
Research and development	32,459	15,906
Sales and marketing	13,533	7,090
General and administrative	31,325	13,783
Goodwill impairment charges	99,409	0
Total operating expenses	176,726	36,779
Loss from operations	(177,102)	(34,188)
Other (expense) income:
Interest income	1,719	154
Interest expense	(1,669)	0
Other income, net	54	1,684
Total other income, net	104	1,838
Loss before income taxes	(176,998)	(32,350)
Provision for income tax expense	282	47
Net loss	(177,280)	(32,397)
Other comprehensive loss
Changes in unrealized gain (loss) on available for sale securities	51	0
Foreign currency translation adjustments	(81)	(12)
Total comprehensive loss	$ (177,310)	$ (32,409)
Net loss per common share, basic (in dollars per share)	$ (6.03)	$ (1.90)
Net loss per common share, diluted (in dollars per share)	$ (6.03)	$ (1.90)
Weighted-average shares used to compute basic net loss per share (in shares)	29,411,612	17,090,620
Weighted-average shares used to compute diluted net loss per share (in shares)	29,411,612	17,090,620

Debt - Narrative (Details) - USD ($) $ in Thousands	Feb. 10, 2023	Oct. 17, 2022	Mar. 31, 2023	Nov. 01, 2022	Apr. 29, 2022
Debt Instrument [Line Items]
Long-term debt			$ 40,000
Hercules Loan and Security Agreement \| Term Loan
Debt Instrument [Line Items]
Revolving line of credit, maximum borrowing capacity					$ 50,000
Long-term debt					20,000
Proceeds from lines of credit		$ 20,000
Additional borrowing capacity no longer available			$ 10,000
Debt instrument, covenant term, unrestricted cash balance required					$ 60,000
Covenant terms, cash in deposit accounts, minimum amount				$ 60,000
Hercules Loan and Security Agreement \| Term Loan \| Prime Rate
Debt Instrument [Line Items]
End of term charge, percentage	7.45%
Hercules Loan and Security Agreement \| Term Loan \| Prime Rate \| 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 \| Prime Rate \| 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 \| Prime Rate \| Debt Instrument, Prepayment Made after 24 Months Following the Closing Date
Debt Instrument [Line Items]
Debt instrument, prepayment charge, percentage	1.00%
Hercules Loan and Security Agreement \| Term Loan \| Interest Rate, Not Subject to Financial Covenant \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate	6.15%
Hercules Loan and Security Agreement \| Term Loan \| Interest Rate, Subject to Financial Covenant \| Minimum
Debt Instrument [Line Items]
Debt instrument, stated interest rate	9.40%

Business Combination (Tables)

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table provides the assets acquired and liabilities assumed as of the date of acquisition (in thousands):


	Estimated Fair Value
Purchase consideration	$	306,601
Preliminary amounts of identifiable assets and liabilities assumed
Cash and cash equivalents	$	32,137
Short-term investments	155,031
Accounts receivable, net	8,611
Inventory	9,700
Prepaid expenses and other current assets	4,387
Unbilled receivable, long-term portion	6,657
Property and equipment, net	9,900
Operating lease, right-of-use assets	10,887
Intangible assets, net	13,000
Other non-current assets	1,047
Accounts payable	(3,356)
Accrued and other current liabilities	(32,821)
Contract liabilities	(5,475)
Operating lease liability, current portion	(3,735)
Operating lease liability, long-term portion	(11,940)
Contract liabilities, long-term portion	(2,206)
Other non-current liabilities	(745)
Total identifiable net assets	$	191,079
Goodwill	$	115,523
	$	306,602

Schedule of Business Acquisition, Pro Forma Information

The unaudited supplemental pro forma information below presents the combined historical results of operations of the Company and Velodyne as if Velodyne had been acquired as of January 1, 2022 (in thousands):


	Three Months Ended March 31,
	2023		2022
Revenue	$	20,886	$	14,738
Net loss	$	(175,835)	$	(104,111)

The unaudited supplemental pro forma information above includes the following adjustments to net loss in the appropriate pro forma periods (in thousands):


	Three Months Ended March 31,
	2023		2022
An increase in amortization expense related to the fair value of acquired identifiable intangible assets, net of the amortization expense already reflected in actual historical results	$	(277)	$	(754)
A decrease (increase) in expenses related to the transaction expenses	$	6,058	$	(6,058)
A net increase in revenue related to the impact of the acceleration of the Amazon Warrant vesting recognized by Velodyne at the close of the Velodyne Merger transaction	$	3,656	$	—
A decrease in expenses related to the impact of the acceleration of the Amazon Warrant vesting recognized by Velodyne at the close of the Velodyne Merger transaction	$	26,704	$	—
Represents decrease (increase) in additional stock-based compensation expense related to Ouster employee terminations due to change in control.	$	6,383	$	(5,195)
Represents a decrease (increase) in severance expense in connection with the Velodyne Merger transaction	$	10,586	$	(10,586)

Schedule of Acquired Indefinite-Lived Intangible Assets by Major Class

Identified intangible assets acquired and their estimated useful lives as of February 10, 2023, were (in thousands, except years):


	Estimated Useful Life (in years)	Estimated Fair Value
Developed technology - Hardware	3	$	2,500
Developed technology - Software	5	5,100
Customer relationships	8	5,400
Intangible assets, net		$	13,000

Balance Sheet Components - Schedule of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 51,152
Goodwill addition related to Velodyne Merger	115,523
Goodwill impairment charges	(99,409)	$ 0
Goodwill, ending balance	$ 67,266

- Definition

+ References + Details

Balance Sheet Components

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Cash, Cash Equivalents and Short-Term Investments

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


	March 31, 2023		December 31, 2022
Cash	$	98,429	$	1,832
Cash equivalents:
Money market funds(1)	17,398		121,100

Total cash and cash equivalents	$	115,827	$	122,932

The Company acquired short-term investments consisting of commercial paper, corporate debt and U.S. government agency securities as a result of the merger with Velodyne that closed on February 10, 2023 (see Note 3). Short-term investments were $140.9 million as of March 31, 2023. Unrealized gains and losses on the Company’s short-term investments were not significant as of March 31, 2023 and therefore, the amortized cost of the Company’s short-term investments approximated their fair value.

Restricted Cash

Restricted cash consists of collateral to merchant credit card and certificates of deposit held by a bank as security for outstanding letters of credit. The Company had a restricted cash balance of $1.7 million and $1.3 million as of March 31, 2023 and December 31, 2022, respectively, which has been excluded from the Company’s cash and cash equivalents balances. The Company presented $0.6 million and $0.3 million of the total amount of restricted cash within current assets on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively. The remaining restricted cash balance of $1.1 million and $1.1 million is included in non-current assets on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively.


	March 31, 2023		March 31, 2022
Cash and cash equivalents	$	115,827	$	160,783
Restricted cash, current	566		977
Restricted cash, non-current	1,089		1,035
Total cash, cash equivalents and restricted cash	$	117,482	$	162,795

Inventory

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


	March 31, 2023		December 31, 2022
Raw materials	$	9,517	$	6,971
Work in process	3,362		3,857
Finished goods	15,847		8,705
Total inventory	$	28,726	$	19,533

Total inventory balance as of March 31, 2023 includes remaining inventory balance acquired as part of Velodyne Merger at its fair value as of February 10, 2023.

Prepaid Expenses and Other Current Assets

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


	March 31, 2023		December 31, 2022
Prepaid expenses	$	5,577	$	3,944

Receivable from contract manufacturer	3,267		2,526
Other current assets	1,802		2,073
Total prepaid and other current assets	$	10,646	$	8,543

Property and Equipment, Net

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


	Estimated Useful Life (in years)	March 31, 2023		December 31, 2022
Machinery and equipment	3	$	14,881	$	8,716
Computer equipment	3	1,015		340
Automotive and vehicle hardware	5	22		93
Software	3	573		85
Furniture and fixtures	7	954		848
Construction in progress		3,992		3,448
Leasehold improvements	Shorter of useful life or lease term	10,845		9,319
		32,282		22,849
Less: Accumulated depreciation		(17,639)		(13,154)
Property and equipment, net		$	14,643	$	9,695

Depreciation expense associated with property and equipment was $4.6 million and $1.3 million during the three months ended March 31, 2023 and 2022, respectively.

Goodwill

Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combinations. The following table displays the changes in the carrying amount of goodwill (in thousands):


	Goodwill
Balance - December 31, 2022	$	51,152
Goodwill addition related to Velodyne Merger	115,523
Goodwill impairment charges	(99,409)
Balance - March 31, 2023	$	67,266

Goodwill is not amortized and is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Since February 10, 2023, the date of the Velodyne Merger, the Company experienced a significant decline in its stock price. This decline resulted in the total market value of its shares of stock outstanding (“market capitalization”) being less than the carrying value of its reporting unit as of March 31, 2023. The Company also considered the impact of current macroeconomic conditions in the lidar sensor industry that potentially impact the fair value of the Company’s reporting unit. The macroeconomic conditions considered include deterioration in the equity markets evidenced by sustained declines in the Company’s stock price, those of its peers, along with an increase in the weighted-average cost of capital primarily driven by an increase in interest rates. After considering all available evidence in the evaluation of goodwill impairment indicators, the Company determined it was appropriate to perform an interim quantitative assessment of its goodwill as of March 31, 2023. In connection with the Company’s interim goodwill impairment assessment as of March 31, 2023, the Company recorded goodwill impairment charges of approximately $99.4 million. The Company’s goodwill impairment analysis included a comparison of the aggregate estimated fair value of our reporting unit to our total market capitalization.

As of March 31, 2023, remaining goodwill balance was $67.3 million. No goodwill impairment charges were recognized during the year ended December 31, 2022.

Intangible Assets, Net

The following tables present acquired intangible assets, net as of March 31, 2023 and December 31, 2022 (in thousands):


		March 31, 2023
	Estimated Useful Life (in years)	Gross Carrying amount		Accumulated Amortization		Net Book Value
Developed technology	3 - 8	$	23,500	$	(3,113)	$	20,387
Vendor relationship	3	6,600		(3,117)		3,483
Customer relationships	3 - 8	6,300		(516)		5,784
Intangible assets, net		$	36,400	$	(6,746)	$	29,654


		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

Amortization expense was $1.5 million and $1.1 million during the three months ended March 31, 2023 and 2022, respectively.

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


Years:	Amount
2023 (the remainder of 2023)	$	5,270
2024	6,604
2025	4,515
2026	3,776
2027	3,682
Thereafter	5,807
Total	$	29,654

Accrued and Other Current Liabilities

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


	March 31, 2023		December 31, 2022
Accrued compensation	$	7,290	$	3,758
Uninvoiced receipts	25,509		10,727


Other	8,884		2,586
Total accrued and other current liabilities	$	41,683	$	17,071

Stock-based Compensation - Narrative (Details) $ in Thousands	2 Months Ended	3 Months Ended
	Mar. 31, 2023 USD ($) plan shares	Mar. 31, 2023 USD ($) plan shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plans \| plan	5	5
Unamortized stock-based compensation expense of option	$ 11,500	$ 11,500
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized stock-based compensation expense, period for recognition		1 year 4 months 24 days
RSU, RSA and Performance-Based Awards \| Velodyne
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, accelerated cost	2,400
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized stock-based compensation expense, period for recognition		2 years 7 months 6 days
Share-based payment arrangement, cost not yet recognized, RSU	68,700	$ 68,700
Restricted Stock Units \| Velodyne
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, accelerated cost	6,100
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized stock-based compensation expense, period for recognition		2 years 4 months 24 days
Share-based payment arrangement, cost not yet recognized, RSU	$ 5,000	$ 5,000
2022 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contribution limit in percentage of employee's eligible compensation	15.00%	15.00%
Purchase price of common stock in percentage		85.00%
Number of shares reserved for issuance (in shares) \| shares	700,000	700,000

Restructuring - Schedule of Restructuring Cost by Type (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs	$ 11,830
Cost of revenue
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs	1,080
Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs	5,269
Sales and marketing
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs	1,762
General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs	$ 3,719

Restructuring

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring

In connection with the closing of the Velodyne Merger, the Company undertook actions to reduce operating expenses including a reduction in force that impacted approximately 190 employees and closing its India facility (see Note 9) (collectively, the “Restructuring Initiatives”).

The following table shows the amount incurred and the liability, which is recorded in accrued expenses in the condensed consolidated balance sheets, for Restructuring Initiatives related to one-time employee termination and associated benefits as of March 31, 2023 (in thousands):


	March 31, 2023
Beginning balance	$	422
Restructuring Initiative expenses related to one-time employee termination and associated benefits	11,830
Amount paid during the period	(9,840)
Ending balance	$	2,412

The following table shows the Restructuring Initiatives expenses related to one-time employee termination and associated benefits during the three months ended March 31, 2023 (in thousands):


	Three months ended March 31, 2023
Cost of product revenue	$	1,080
Research and development	5,269
Sales and marketing	1,762
General and administrative	3,719
Total	$	11,830

The following table shows the total stock-based compensation expense associated with these Restructuring Initiatives during the three months ended March 31, 2023 (in thousands):


	Three months ended March 31, 2023
Cost of product revenue	$	70
Research and development	1,350
Sales and marketing	257
General and administrative	123
Total	$	1,800

Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details)	Mar. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted-average remaining lease term (years)	4 years 5 months 1 day	4 years 6 months 7 days
Weighted-average discount rate	6.56%	4.66%

Restructuring - Schedule of Restructuring Cost Activity (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Beginning balance	$ 422
Restructuring Initiative expenses related to one-time employee termination and associated benefits	11,830
Amount paid during the period	(9,840)
Ending balance	$ 2,412

Warrants

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Warrants

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 600,000 Private Placement warrants at a price of $10.00 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 Merger, or earlier upon redemption or liquidation. On March 11, 2021, as adjusted to reflect the Reverse Stock Split, each outstanding Private Placement warrant automatically converted into a warrant to purchase one-tenth share of Ouster common stock pursuant to the Warrant Agreement. Each 10 Private Placement warrants is exercisable for one share of Ouster common stock at an exercise price of $115.00 per share, with no fractional shares being issuable upon exercise of a warrant.

The private placement warrant liability was remeasured to fair value as of March 31, 2023 and 2022, resulting in a gain of $0.1 million and $1.7 million for the three months ended March 31, 2023 and 2022, classified within other income , 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:


	December 31, 2021			March 31, 2022			December 31, 2022			March 31, 2023
Stock price	$	52.00		$	46.00		$	8.60		$	8.40
Exercise price of warrant	115.00			115.00			115.00			115.00
Expected term (years)	4.19			3.95			3.19			2.95
Expected volatility	57.00		%	56.81		%	70.01		%	65.00		%
Risk-free interest rate	1.14		%	2.55		%	4.39		%	3.82		%

Public Warrants

CLA, in its IPO in August 2020, issued 2,000,000 units that each consisted of one Class A ordinary share and one-half warrant to purchase a Class A ordinary share (the “Public warrants”). The warrants became exercisable 12 months following the closing of the Company’s IPO, and will expire five years from the completion of the Merger, or earlier upon redemption or liquidation. On March 11, 2021, upon the closing of the Merger, each of the 999,999 outstanding warrants, as adjusted for any fractional warrants that were not issued upon separation and to reflect the Reverse Stock Split, was converted automatically into a redeemable Public warrant to purchase one-tenth share of the Company’s common stock. Each 10 Public warrants is exercisable for share of Ouster common stock at an exercise price of $115.00 per share, with no fractional shares issuable upon exercise of a warrant. The Public warrants were recognized as equity upon the Merger in the amount of $17.9 million.

Prior to their expiration, the Company may redeem the Public warrants at a price of $0.10 per warrant, provided that the closing price of the Company’s common stock equals or exceeds $180.00 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.

The Company also acquired 5,973,170 outstanding public warrants upon closing the Velodyne Merger to purchase shares of the Company’s common stock (the “Velodyne Public warrants”). Each warrant entitles the holder to purchase 0.06153 shares of the Company’s common stock. Each 10 Velodyne Public warrants is exercisable for 0.6153 shares of the Company’s common stock at an exercise price of $140.20 per 0.6153 share of common stock, with no fractional shares being issuable upon exercise of a warrant. The warrants are exercisable at any time and expiring in September 2025. The Company may redeem the outstanding warrants in whole and not in part at a price of $0.10 per warrant at any time after they become exercisable, provided that the last sale price of the Company’s common stock equals or exceeds $219.41 per share, subject to adjustments,

for any 20-trading days within a 30-trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders.

Amazon Warrant

On February 10, 2023, as part of Velodyne Merger, the Company assumed a warrant agreement and a transaction agreement, pursuant to which Velodyne agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Amazon Inc.(“Amazon”), a warrant to acquire, following customary antidilution adjustments, up to an aggregate of 3,263,898 shares of the Company’s common stock at an exercise price of $50.71 per share (the “Amazon Warrant”). The exercise price and the warrant shares issuable upon exercise of the Amazon Warrant are subject to further antidilution adjustments, including in the event we make certain sales of common stock (or securities exercisable or convertible into or exchangeable for shares of our common stock) at a price less than the exercise price of the Amazon Warrant. The Amazon Warrant is subject to vesting; 50% of the unvested Amazon Warrant vested as a result of the Velodyne Merger and the remainder will vest over time based on payments by Amazon or its affiliates to us in connection with Amazon’s purchase of goods and services from the Company.

The Amazon Warrant shares vest in multiple tranches over time based on payments of up to $100.0 million by Amazon or its affiliates (directly or indirectly through third parties) to the Company in connection with Amazon’s purchase of goods and services. The vested Amazon Warrant portion, representing 1,848,694 shares of Ouster common stock with a fair value of $8.6 million, was included in the Velodyne Merger purchase price consideration on February 10, 2023. The fair value of the unvested Amazon Warrant, representing 1,415,204 unvested Ouster common stock shares with a fair value of $6.5 million, will be recognized as a non-cash stock-based reduction to revenue when Amazon makes payments and vesting conditions become probable of being achieved.

The fair value of the Amazon Warrant shares was estimated on February 10, 2023, the date of completion of the Velodyne Merger, using the Black-Scholes option pricing model on the remaining contractual term of 6.98 years, an expected volatility of 53.7%, a 3.86% risk-free interest rate and a 0% expected dividend yield. The Company estimated expected volatility by using historical volatility of the Company’s publicly trading stock for the period commencing on the date of the Merger and ending February 10, 2023 and historical volatility of a group of publicly traded peer companies for the period commencing February 16, 2016 and ending on the date of the Merger.

The right to exercise the Amazon Warrant and receive the warrant shares that have vested expires February 4, 2030.

No additional Amazon Warrant shares vested during the three months ended March 31, 2023. As of March 31, 2023, there were 1,848,694 Amazon Warrant shares vested.

Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 17,230	$ 8,558
Americas
Disaggregation of Revenue [Line Items]
Revenue	9,904	3,319
Asia and Pacific
Disaggregation of Revenue [Line Items]
Revenue	2,669	2,356
Europe, Middle East and Africa
Disaggregation of Revenue [Line Items]
Revenue	$ 4,657	$ 2,883

- 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
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-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

Net Loss Per Common Share - Schedule of Net Loss Per Common Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net loss	$ (177,280)	$ (32,397)
Denominator [Abstract]
Weighted-average shares used to compute basic net loss per share (in shares)	29,411,612	17,090,620
Weighted-average shares used to compute diluted net loss per share (in shares)	29,411,612	17,090,620
Net loss per common share, basic (in dollars per share)	$ (6.03)	$ (1.90)
Net loss per common share, diluted (in dollars per share)	$ (6.03)	$ (1.90)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: 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(22))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 25: 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 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Restructuring (Tables)

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs


	March 31, 2023
Beginning balance	$	422
Restructuring Initiative expenses related to one-time employee termination and associated benefits	11,830
Amount paid during the period	(9,840)
Ending balance	$	2,412

Schedule of Restructuring Cost by Type

The following table shows the Restructuring Initiatives expenses related to one-time employee termination and associated benefits during the three months ended March 31, 2023 (in thousands):


	Three months ended March 31, 2023
Cost of product revenue	$	1,080
Research and development	5,269
Sales and marketing	1,762
General and administrative	3,719
Total	$	11,830

The following table shows the total stock-based compensation expense associated with these Restructuring Initiatives during the three months ended March 31, 2023 (in thousands):


	Three months ended March 31, 2023
Cost of product revenue	$	70
Research and development	1,350
Sales and marketing	257
General and administrative	123
Total	$	1,800

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

During the three months ended March 31, 2023, there were no significant changes to the Company’s significant accounting policies as disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2023, except for the changes described below. The Company has consistently applied the accounting policies to all periods presented in these condensed consolidated financial statements.

Revenue Recognition

The Company recognizes revenue 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

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

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. Royalties from the license of IP are included in the transaction price in the period the sales occur. Other forms of variable consideration are 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. None of the Company’s contracts contain a significant financing component. All taxes assessed by a governmental authority on a specific revenue-producing transaction collected by the Company from a customer are excluded from the transaction price.

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

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). In the three months ended March 31, 2023 and March 31, 2022, 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.

Product revenue

The majority of the Company’s revenue comes from product sales of lidar sensors to direct customers and distributors. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. 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. For custom products that require engineering and development based on customer requirements, the Company recognizes revenue over time using an output method based on units of product shipped to date relative to total production units under the contract. Amounts billed to customers for shipping and handling are included in 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.

Services

The Company’s services revenue consists primarily of product development, validation services and providing maintenance services under our extended warranty contracts. 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 product development and validation service projects, the Company bills and recognizes revenue as the services are performed. For these arrangements, control is transferred over 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. The revenue from the sale of extended warranties is recognized over the warranty period on a ratable basis as the Company stands ready to provide services as needed.

Licenses

The Company licenses rights to its IP to certain customers and collects royalties based on customer’s product sales. IP revenue recognition is dependent on the nature and terms of each agreement. The Company recognizes license revenue upon the later of (a) delivery of the IP or (b) commencement of the license term if there are no substantive future obligations to perform under the arrangement. Revenue for licenses to future technology developed on a when-and-if -available basis is recognized straight-line over the license period as long as customers continue to have access to the future technology. Royalties from the license of IP are recognized at the later of the period the sales occur or the satisfaction of the performance obligation to which some or all of the royalties have been allocated.

Product Warranties

The Company provides standard product warranties for a term of typically one to two year depending on a product to ensure that its products comply with agreed-upon specifications. Standard warranties are considered to be assurance type warranties and are not accounted for as separate performance obligations. The Company also provides service type extended warranties for an additional term ranging up to two additional years. For service type extended warranty contracts, the Company allocates revenue to this performance obligation on a relative standalone selling price basis and recognizes the revenue on a ratable basis over time during the effective period of the services.

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.

Remaining performance obligations

Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract.

Investments

The Company considers investments with an original maturity greater than three months and remaining maturities less than one year to be short-term investments. The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as long-term investments.

The Company classifies its investments as available for sale and reports them at fair value, with unrealized gains and losses recorded in accumulated other comprehensive loss. For investments sold prior to maturity, the cost of investments sold is based on the specific identification method. Realized gains and losses on the sale of investments are recorded in other income, net in the condensed consolidated statement of operations.

Amazon Warrant

The Amazon Warrant (as defined in Note 7) is accounted for as an equity instrument. To determine the fair value of the Amazon Warrant on its issuance date, the Company used the Black-Scholes option pricing model.

For awards granted to a customer, which are not in exchange for distinct goods or services, the fair value of the awards earned based on service or performance conditions is recorded as a reduction of the transaction price. Accordingly, when Amazon makes payments and vesting conditions become probable of being achieved, the Company records a non-cash stock-based reduction to revenue associated with the Amazon Warrant, which is calculated based on the fair value of the Amazon Warrant shares as of the Velodyne Merger date.

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 condensed consolidated financial statements.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments and accounts receivable. Cash, cash equivalents, restricted cash and short-term investments are deposited with federally insured commercial banks. At times, cash balances in the U.S. may be in excess of federal insurance limits. As of March 31, 2023 and December 31, 2022, the Company had cash, cash equivalents and restricted cash with financial institutions in the U.S. of $113.4 million and $123.5 million, respectively. As of March 31, 2023 and December 31, 2022, the Company also had cash on deposit with financial institutions in countries other than the U.S. of approximately $4.1 million and $0.8 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:


	March 31, 2023		December 31, 2022
Customer A	24	%	*
Customer B	13	%	*

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

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


	Three Months Ended March 31,
	2023		2022

Customer C	11	%	*

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

Concentrations of Supplier Risk

Accounts payable to the Company’s major suppliers and professional services vendors representing 10% or more of total accounts payable were as follows:


	March 31, 2023		December 31, 2022
Supplier A	12	%	*
Supplier B	17	%	39	%
Professional Services Vendor A	*		14	%
Professional Services Vendor B	25	%	*
Professional Services Vendor C	14	%	*

Revenue (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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


	Three Months Ended March 31,
	2023		2022
Americas	$	9,904	$	3,319
Asia and Pacific	2,669		2,356
Europe, Middle East and Africa	4,657		2,883
Total	$	17,230	$	8,558

Schedule of Contract Liabilities


	March 31, 2023		December 31, 2022

Contract liabilities, current
Deferred revenues from licensing arrangements	$	4,087	$	—
Other contract liabilities	1,878		402

Contract liabilities, long-term portion
Deferred revenues from licensing arrangements	1,802		—
Other contract liabilities	858		342
Total contract liabilities	$	8,625	$	744

Stock-based Compensation - Schedule of Stock Options Outstanding and Exercisable (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding (in shares)	2,085,665
Options exercisable (in shares)	1,353,373
Exercise Price at $1.85
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 1.85
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 1.85
Options outstanding (in shares)	367,451
Options outstanding, weighted average remaining contractual life (years)	7 years 3 months 3 days
Options exercisable (in shares)	302,928
Exercise Price at $2.13
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 2.13
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 2.13
Options outstanding (in shares)	879,795
Options outstanding, weighted average remaining contractual life (years)	7 years 5 months 26 days
Options exercisable (in shares)	547,155
Exercise Price at $14.22
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 14.22
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 14.22
Options outstanding (in shares)	752,408
Options outstanding, weighted average remaining contractual life (years)	7 years 6 months
Options exercisable (in shares)	454,578
Exercise Price at $52.40
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 52.40
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 52.40
Options outstanding (in shares)	21,432
Options outstanding, weighted average remaining contractual life (years)	6 years 5 months 19 days
Options exercisable (in shares)	17,768
Exercise Price at $102.60
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 102.60
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 102.60
Options outstanding (in shares)	64,579
Options outstanding, weighted average remaining contractual life (years)	8 years 1 month 6 days
Options exercisable (in shares)	30,944

Subsequent events	3 Months Ended
Subsequent events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent events	Subsequent events On April 12, 2023, the Company was notified by the New York Stock Exchange (the “NYSE”) that it was not in compliance with the minimum share price rules because the average closing price of the Company’s common stock, over a consecutive 30 trading-day period, was less than $1.00. Under NYSE rules, the Company had a period of six months from receipt of the NYSE Notification to cure the stock price deficiency and regain compliance with the NYSE’s continued listing standards. On April 20, 2023, Ouster filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to effect the one-for-10 Reverse Stock Split of Ouster’s common stock and a corresponding reduction in Ouster’s authorized shares of common stock. The historical share and per share information included herein have been adjusted to reflect the Reverse Stock Split. On May 1, 2023, the Company received a letter from NYSE indicating that, based upon the calculation of the Company’s average stock price for the 30-trading days ended April 28, 2023, the Company’s stock price was above the NYSE’s minimum share price requirement. Accordingly, the Company is considered to have regained compliance with NYSE’s continued listing standards.

Business Combination

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combination

Business CombinationOn February 10, 2023, the Company completed Velodyne Merger. Velodyne shares ceased trading on the Nasdaq Stock Market LLC after market close on February 10, 2023, and each Velodyne share was exchanged for 0.8204 shares of the Company’s common stock. Velodyne is treated as the acquired company for financial reporting purposes. This determination is primarily based on the Company’s senior management prior to Velodyne Merger comprising a majority of the senior management of the Company following Velodyne Merger, the Company being the initiator of acquiring Velodyne and the Company being the party issuing shares in the Velodyne Merger. The acquisition price for the Velodyne Merger was $306.6 million, primarily consisting of fair value of the Company’s common stock issued in exchange for Velodyne shares and fair value of the Amazon Warrant (Note 7) of $8.6 million. Through March 31, 2023, transaction costs incurred by the Company in connection with the Velodyne Merger, including professional fees, were $13.0 million.

Under the acquisition method of accounting in accordance with ASC 805, the total purchase price was allocated to identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values using management’s best estimates and assumptions to assign fair value as of the acquisition date. The following table provides the assets acquired and liabilities assumed as of the date of acquisition (in thousands):


	Estimated Fair Value
Purchase consideration	$	306,601
Preliminary amounts of identifiable assets and liabilities assumed
Cash and cash equivalents	$	32,137
Short-term investments	155,031
Accounts receivable, net	8,611
Inventory	9,700
Prepaid expenses and other current assets	4,387
Unbilled receivable, long-term portion	6,657
Property and equipment, net	9,900
Operating lease, right-of-use assets	10,887
Intangible assets, net	13,000
Other non-current assets	1,047
Accounts payable	(3,356)
Accrued and other current liabilities	(32,821)
Contract liabilities	(5,475)
Operating lease liability, current portion	(3,735)
Operating lease liability, long-term portion	(11,940)
Contract liabilities, long-term portion	(2,206)
Other non-current liabilities	(745)
Total identifiable net assets	$	191,079
Goodwill	$	115,523
	$	306,602

The above fair values are still provisional and subject to change within the measurement period of twelve months from the date of completion of the Velodyne Merger.

Identified intangible assets acquired and their estimated useful lives as of February 10, 2023, were (in thousands, except years):


	Estimated Useful Life (in years)	Estimated Fair Value
Developed technology - Hardware	3	$	2,500
Developed technology - Software	5	5,100
Customer relationships	8	5,400
Intangible assets, net		$	13,000

Developed technology relates to Velodyne’s lidar sensors and BlueCity AI software used to monitor traffic networks and public spaces. The Company valued the hardware developed technology using the relief-from-royalty method under the income approach. Software developed technology was valued using the excess earnings method. The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecasted period.

The estimated fair value of the customer relationships was determined using the distributor method with the estimated useful life of 8 years that approximates the pattern in which the economic benefits are expected to be realized.

The estimated fair value of the inventory was determined using the comparative sales method, which estimated the expected sales price of the product, reduced by all costs expected to be incurred to complete or dispose of the inventory, as well as a profit on the sale.

The estimated fair value of property and equipment utilized a replacement cost method incorporating the age, quality and condition of the assets.

The excess of the purchase consideration and the fair value of identifiable assets acquired and liabilities assumed at the acquisition date over the fair value of net tangible and identified intangible assets acquired was recorded as goodwill, which is not deductible for tax purposes. Goodwill is primarily attributable to the assembled workforce and the anticipated operational synergies at the time of the Velodyne Merger.

The Company’s consolidated statement of operations as of March 31, 2023, includes Velodyne revenue of $6.4 million and net loss of $29.7 million for the period from the acquisition date of February 10, 2023 to March 31, 2023.


	Three Months Ended March 31,
	2023		2022
Revenue	$	20,886	$	14,738
Net loss	$	(175,835)	$	(104,111)

The unaudited supplemental pro forma information above includes the following adjustments to net loss in the appropriate pro forma periods (in thousands):


	Three Months Ended March 31,
	2023		2022
An increase in amortization expense related to the fair value of acquired identifiable intangible assets, net of the amortization expense already reflected in actual historical results	$	(277)	$	(754)
A decrease (increase) in expenses related to the transaction expenses	$	6,058	$	(6,058)
A net increase in revenue related to the impact of the acceleration of the Amazon Warrant vesting recognized by Velodyne at the close of the Velodyne Merger transaction	$	3,656	$	—
A decrease in expenses related to the impact of the acceleration of the Amazon Warrant vesting recognized by Velodyne at the close of the Velodyne Merger transaction	$	26,704	$	—
Represents decrease (increase) in additional stock-based compensation expense related to Ouster employee terminations due to change in control.	$	6,383	$	(5,195)
Represents a decrease (increase) in severance expense in connection with the Velodyne Merger transaction	$	10,586	$	(10,586)

The unaudited supplemental pro forma information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the Velodyne Merger taken place on the date indicated, or of the Company's future consolidated results of operations. The supplemental pro forma information presented above has been derived from the Company’s historical consolidated financial statements and from historical consolidated financial statements and the historical accounting records of Velodyne.

Balance Sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued compensation	$ 7,290	$ 3,758
Uninvoiced receipts	25,509	10,727
Other	8,884	2,586
Accrued and other current liabilities	$ 41,683	$ 17,071

Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 9,517	$ 6,971
Work in process	3,362	3,857
Finished goods	15,847	8,705
Total inventory	$ 28,726	$ 19,533

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in the quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on the deferred tax assets as it is more likely than not that some, or all, of the Company’s deferred tax assets will not be realized. The Company continues to maintain a full valuation allowance against its net deferred tax assets. Due to tax losses and the offsetting valuation allowance, the income tax provision for three months ended March 31, 2023 and 2022, respectively, was not material to the Company’s condensed consolidated financial statements.

- 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
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-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
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Accounts Payable \| Supplier Concentration Risk \| Supplier A
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)	12.00%		10.00%
Accounts Payable \| Supplier Concentration Risk \| Supplier B
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)	17.00%		39.00%
Accounts Payable \| Supplier Concentration Risk \| Professional Services Vendor A
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)	10.00%		14.00%
Accounts Payable \| Supplier Concentration Risk \| Professional Services Vendor B
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)	25.00%		10.00%
Accounts Payable \| Supplier Concentration Risk \| Professional Services Vendor C
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)	14.00%		10.00%
Customer A \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)	24.00%		10.00%
Customer B \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)	13.00%		10.00%
Customer C \| Revenue \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)	11.00%	10.00%

Stock-based Compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 21,780	$ 8,750
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	774	217
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	7,505	3,761
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	2,881	1,524
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 10,620	$ 3,248

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

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

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


	March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents:
Money market funds	$	17,398	$	—	$	—	$	17,398
Short-term investments:
Commercial paper	—		$	121,396	—		121,396
Corporate debt and U.S. government agency securities	—		$	19,513	—		19,513
Total short-term investments	—		140,909		—		140,909
Total financial assets	$	17,398	$	140,909	$	—	$	158,307
Liabilities
Warrant liabilities	$	—	$	—	$	74	$	74
Total financial liabilities	$	—	$	—	$	74	$	74


	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

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):


	Private Placement Warrant Liability
Fair value as of December 31, 2022	$	(180)
Change in the fair value included in other income, net	106
Fair value as of March 31, 2023	$	(74)

Fair value as of December 31, 2021	(7,626)

Change in the fair value included in other income, net	1,745

Fair value as of March 31, 2022	$	(5,881)

Fair Value of Financial Instruments - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details) - Private Placement Warrant Liability - Level 3 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ (180)	$ (7,626)
Change in the fair value included in other income, net	106	1,745
Fair Value, ending balance	$ (74)	$ (5,881)