0001628280-24-013619 | 10-K | XBRL Viewer

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Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 83,279	$ 41,029
Americas
Disaggregation of Revenue [Line Items]
Revenue	45,744	15,977
Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	12,929	9,510
Europe, Middle East and Africa
Disaggregation of Revenue [Line Items]
Revenue	$ 24,606	$ 15,542

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Common Stock	12 Months Ended
Common Stock	Dec. 31, 2023
Equity [Abstract]
Common Stock	Common Stock Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company is authorized to issue the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 100,000,000 shares of common stock; (ii) 100,000,000 shares of preferred stock. The holder of each share of common stock is entitled to one vote. On April 29, 2022, the Company entered into the ATM Agreement pursuant to which the Company may, subject to the terms and conditions set forth in the agreement offer and sell, from time to time, through or to the agents, acting as agent or principal, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $150.0 million. During the years ended December 31, 2023 and 2022, the Company sold 2,878,875 and 783,371 shares, respectively. The weighted-average sales price and gross proceeds to the Company before deducting offering costs, sales commissions and fees were approximately $5.67 and $21.48 per share and $33.1 million and $16.8 million, respectively, during the year ended December 31, 2023 and 2022. The Company plans to use the net proceeds from this offering for working capital and general corporate purposes. The remaining availability under the ATM Agreement as of December 31, 2023 is approximately $116.9 million.

Stock-based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Dec. 31, 2023 USD ($) plan $ / shares shares	Feb. 10, 2023 shares	May 31, 2023 shares	Dec. 31, 2023 USD ($) plan $ / shares shares	Dec. 31, 2022 USD ($)	Oct. 22, 2021 shares	Mar. 11, 2021 shares
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of equity incentive plans \| plan	5			5
Proceeds from ESPP purchase \| $				$ 1,174	$ 378
Unamortized stock-based compensation expense of option \| $	$ 4,500			4,500
Proceeds from exercise of stock options and purchase of shares \| $				$ 1,400	$ 800
Velodyne Lidar, Inc.
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares reserved for issuance (in shares)	1,077,184			1,077,184
Increase in shares reserved for issuance (in shares)		820,400
2021 Incentive Award Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares reserved for issuance (in shares)							18,558,576
Increase in number of shares authorized, annual increase percentage							5.00%
2022 Employee Stock Purchase Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Employee stock purchase plan, maximum employee subscription rate	15.00%			15.00%
Employee stock purchase plan, offering period				24 months
Employee stock purchase plan, purchase period				6 months
Employee stock purchase plan, purchase price of common stock, percent				85.00%
Shares of the company common stock per offering period (in shares)			3,000
Shares issued (in dollars per share) \| $ / shares	$ 4.56			$ 4.56
Proceeds from ESPP purchase \| $				$ 1,200
Stock Options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unamortized stock-based compensation expense, period for recognition				8 months 12 days
Stock Options \| Sense Photonics Inc.
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation arrangement, number of shares assumed in business combination (in shares)						82,311
Stock Options \| 2015 Stock Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Minimum exercise price as percentage of fair value of shares on grant date				100.00%
Award vesting period				4 years
Stock Options \| 2015 Stock Plan \| A Shareholder with 10% Ownership
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Option expiration period				5 years
Minimum exercise price as percentage of fair value of shares on grant date				110.00%
Shareholder ownership percentage	10.00%			10.00%
Stock Options \| 2015 Stock Plan \| Maximum
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Option expiration period				10 years
Stock Options \| 2021 Incentive Award Plan \| Share-based Payment Arrangement, Tranche One
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				25.00%
Stock Options \| 2021 Incentive Award Plan \| Share-based Payment Arrangement, Monthly Vesting for Thirty Six Month
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage	2.78%
Restricted Stock Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period				1 year 9 months 18 days
RSU, cost not yet recognized \| $	$ 37,600			$ 37,600
Restricted Stock Units \| Sense Photonics Inc.
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation arrangement, number of shares assumed in business combination (in shares)						449,098
Restricted Stock Units \| Velodyne Lidar, Inc.
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation arrangement, number of shares assumed in business combination (in shares)		961,012
Restricted Stock Units \| 2015 Stock Plan \| Employee \| Share-based Payment Arrangement, Tranche One
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				25.00%
Restricted Stock Units \| 2021 Incentive Award Plan \| Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period				4 years
Award vesting rights, vested percentage				100.00%
Restricted Stock Award
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period				1 year 8 months 12 days
RSU, cost not yet recognized \| $	$ 3,000			$ 3,000
Restricted Stock Award \| Velodyne Lidar, Inc.
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation arrangement, number of shares assumed in business combination (in shares)		728,646
Restricted Stock Award \| 2015 Stock Plan \| Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, vested percentage				100.00%
Restricted Stock Award \| 2015 Stock Plan \| Employee \| Share-based Payment Arrangement, Tranche One
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting schedule in percentage				25.00%
Restricted Stock Award \| 2021 Incentive Award Plan \| Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period				4 years

Balance Sheet Components (Tables)

12 Months Ended

Dec. 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):


	December 31,
	2023		2022
Cash	$	40,648	$	1,832
Cash equivalents:
Money market funds(1)	7,354		121,100
Commercial paper	2,989		—
Total cash and cash equivalents	$	50,991	$	122,932

(1)The Company maintains a cash sweep account, which is included in money market funds as of December 31, 2023 and 2022, respectively. Cash is invested in short-term money market funds that earn interest.

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


	December 31,
	2023		2022		2021
Cash and cash equivalents	$	50,991	$	122,932	$	182,644
Restricted cash, current	552		257		977
Restricted cash, non-current	1,091		1,089		1,035
Total cash, cash equivalents and restricted cash	$	52,634	$	124,278	$	184,656

Schedule of Restricted Cash


	December 31,
	2023		2022		2021
Cash and cash equivalents	$	50,991	$	122,932	$	182,644
Restricted cash, current	552		257		977
Restricted cash, non-current	1,091		1,089		1,035
Total cash, cash equivalents and restricted cash	$	52,634	$	124,278	$	184,656

Schedule of Inventory

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


	December 31,
	2023		2022
Raw materials	$	10,062	$	6,971
Work in process	75		3,857
Finished goods	13,095		8,705
Total inventory	$	23,232	$	19,533

Schedule of Prepaid Expenses and Other Current Assets

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


	December 31,
	2023		2022
Prepaid expenses	$	5,377	$	2,502
Prepaid insurance	648		1,442
Receivable from contract manufacturers	2,028		2,526
Insurance receivable	23,375		—
Other current assets	3,219		2,073
Total prepaid and other current assets	$	34,647	$	8,543

Schedule of Property and Equipment, Net

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


	Estimated Useful Life (in years)	December 31,
		2023		2022
Machinery and equipment	3	$	16,535	$	8,716
Computer equipment	3	1,104		340
Automotive and vehicle hardware	5	22		93
Software	3	593		85
Furniture and fixtures	7	946		848
Construction in progress		3,572		3,448
Leasehold improvements	Shorter of useful life or lease term	10,879		9,319
		33,651		22,849
Less: Accumulated depreciation		(23,423)		(13,154)
Property and equipment, net		$	10,228	$	9,695

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


	December 31,
	2023		2022
United States	$	4,967	$	5,295
Thailand	2,733		2,481
France	2,416		1,750
Others	112		169
Total	$	10,228	$	9,695

Schedule of Goodwill

The following table presents goodwill activity (in thousands):


	Goodwill


December 31, 2022	$	51,152
Goodwill addition related to Velodyne Merger	115,523
Goodwill impairment charges	(166,675)
December 31, 2023	$	—

Schedule of Acquired Intangible Assets

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


		December 31, 2023
	Estimated Useful Life (in years)	Gross Carrying amount		Accumulated Amortization		Net Book Value
Developed technology	3 - 8	$	23,500	$	(5,948)	$	17,552
Vendor relationship	3	6,600		(4,767)		1,833
Customer relationships	3 - 8	6,300		(1,249)		5,051
Intangible assets, net		$	36,400	$	(11,964)	$	24,436


		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 Estimated Future Amortization Expense of Finite-lived Intangible Assets-net

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


Years:	Amount
2024	6,604
2025	4,514
2026	3,776
2027	3,682
2028	2,779
Thereafter	3,081
Total	$	24,436

Schedule of Product Warranties

The following table reflects the activity in accrued warranty cost (in thousands):


	December 31,
	2023		2022
Beginning balance	$	2,096	$	983
Additions from acquisitions	802		—
Warranty expenditures	(2,820)		(1,702)
Increase to warranty accrual	3,583		2,815
Ending balance	$	3,661	$	2,096

Schedule of Accrued and Other Current Liabilities

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


	December 31,
	2023		2022
Uninvoiced receipts	$	12,980	$	10,727
Accrued compensation	6,387		3,758
Accrued legal contingencies	27,500		—


Sales and use taxes	2,667		403
Other	8,632		2,183
Total accrued and other current liabilities	$	58,166	$	17,071

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor Information [Abstract]
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	San Jose, California
Auditor Firm ID	238

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]
Proceeds from at-the-market offering, net of commissions and fees and issuance costs (in shares)		783,371
Proceeds from at-the-market offering, net of commissions and fees and issuance costs	$ 15,776	$ 1	15,775
Issuance of common stock upon exercise of stock options (in shares)	213,318	215,850
Issuance of common stock upon exercise of stock options	$ 470		470
Issuance of common stock upon vesting of restricted stock units - net of tax withholding (in shares)		443,971
Issuance of common stock upon vesting of restricted stock units - net of tax withholding	(58)	$ 1	(59)
Issuance of common stock to employees under employee stock purchase plan (in shares)		32,201
Stock Issued During Period, Value, Employee Stock Purchase Plan	378		378
Repurchase of common stock (in shares)		(31,124)
Repurchase of common stock	(45)		(45)
Cancellation of Sense acquisition shares (in shares)		(5,513)
Cancellation of Sense acquisition shares	(358)		(358)
Vesting of early exercised stock options	138		138
Stock-based compensation expense	33,321		33,321
Net loss	(138,560)			(138,560)
Other Comprehensive income (loss)	$ (143)				(143)
Ending balance (in shares) at Dec. 31, 2022	18,658,798	18,658,798
Ending balance at Dec. 31, 2022	$ 171,619	$ 19	613,665	(441,916)	(149)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with acquisition (in shares)		19,483,269
Issuance of common stock upon Velodyne Merger	306,602	$ 20	306,582
Common Stock adjustment reflected as a result of the one-for-10 reverse stock split effectuated on April 6, 2023		85,893
Proceeds from at-the-market offering, net of commissions and fees and issuance costs (in shares)		2,878,875
Proceeds from at-the-market offering, net of commissions and fees and issuance costs	$ 15,427	$ 3	15,424
Issuance of common stock upon exercise of stock options (in shares)	142,117	142,117
Issuance of common stock upon exercise of stock options	$ 270		270
Issuance of common stock upon vesting of restricted stock units - net of tax withholding (in shares)		1,755,157
Issuance of common stock upon vesting of restricted stock units - net of tax withholding	0		0
Issuance of common stock to employees under employee stock purchase plan (in shares)		257,506
Stock Issued During Period, Value, Employee Stock Purchase Plan	1,175		1,175
Repurchase of common stock (in shares)		(3,753)
Repurchase of common stock	(3)		(3)
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants	528		528
Vesting of early exercised stock options	98		98
Stock-based compensation expense	57,725		57,725
Net loss	(374,110)			(374,110)
Other Comprehensive income (loss)	$ 341				341
Ending balance (in shares) at Dec. 31, 2023	43,257,862	43,257,862
Ending balance at Dec. 31, 2023	$ 179,672	$ 42	$ 995,464	$ (816,026)	$ 192

Fair Value of Financial Instruments - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets
Short-term investments:	$ 139,158
Total financial assets	149,501	$ 121,100
Liabilities
Warrant liabilities	229	180
Total financial liabilities	229	180
Commercial paper
Assets
Short-term investments:	80,620
Corporate debt and U.S. government agency securities
Assets
Short-term investments:	58,538
Level 1
Assets
Short-term investments:	0
Total financial assets	7,354	121,100
Liabilities
Warrant liabilities	0	0
Total financial liabilities	0	0
Level 1 \| Commercial paper
Assets
Short-term investments:	0
Level 1 \| Corporate debt and U.S. government agency securities
Assets
Short-term investments:	0
Level 2
Assets
Short-term investments:	139,158
Total financial assets	142,147	0
Liabilities
Warrant liabilities	0	0
Total financial liabilities	0	0
Level 2 \| Commercial paper
Assets
Short-term investments:	80,620
Level 2 \| Corporate debt and U.S. government agency securities
Assets
Short-term investments:	58,538
Level 3
Assets
Short-term investments:	0
Total financial assets	0	0
Liabilities
Warrant liabilities	229	180
Total financial liabilities	229	180
Level 3 \| Commercial paper
Assets
Short-term investments:	0
Level 3 \| Corporate debt and U.S. government agency securities
Assets
Short-term investments:	0
Money market funds
Assets
Cash and cash equivalents:	7,354	121,100
Money market funds \| Level 1
Assets
Cash and cash equivalents:	7,354	121,100
Money market funds \| Level 2
Assets
Cash and cash equivalents:	0	0
Money market funds \| Level 3
Assets
Cash and cash equivalents:	0	$ 0
Commercial paper
Assets
Cash and cash equivalents:	2,989
Commercial paper \| Level 1
Assets
Cash and cash equivalents:	0
Commercial paper \| Level 2
Assets
Cash and cash equivalents:	2,989
Commercial paper \| Level 3
Assets
Cash and cash equivalents:	$ 0

Subsequent Events (Details) - Subsequent Event $ in Millions	Mar. 13, 2024 USD ($)
Subsequent Event [Line Items]
Payment of litigation settlement, estimated amount	$ 27.5
Estimated funds from insurance proceeds	$ 23.4

Stock-based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

As of December 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, 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, and other service providers who were not previously employed by or who did not previously provide services to the Company or a subsidiary of the Company, in each case, prior to February 10, 2023, within the limits provided in the Velodyne Plan. Awards under the 2021 Plan can 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.

Options under the Plans will be exercisable at such times and as specified in the Award Agreement (as defined in the Plans) provided that the term of an option or stock appreciation will not exceed ten years. Options granted under the Plans may be Incentive Stock Options (ISOs) or Non-statutory Stock Options, as determined by the Administrator (as defined in the Plans) at the time of grant of an option and subject to the applicable provisions of Section 422 of the Internal Revenue Code and the regulations promulgated thereunder. The exercise price of an option will be no less than 100% of the fair market value of the shares of common stock on the date of grant. The exercise price of an ISO granted to a 10% shareholder will be no less than 110% of the fair market value of the shares on the date of grant and the term of the ISO will not exceed five years. Options granted generally vest over four years and vest at a rate of 25% upon the first anniversary of the issuance date and 1/36th per month thereafter. The Company accounts for forfeitures as they occur.

Restricted stock and restricted stock units granted to employees generally vest as to 25% of the shares on the first anniversary service date of the grant, and quarterly thereafter so as to be 100% vested on the fourth anniversary of the vesting commencement date. All participants holding shares of restricted stock will be entitled to all the rights of a stockholder with respect to such shares and have voting power and other rights with respect to such shares, provided, however, that such shares are held in escrow and subject to forfeiture until the shares vested.

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

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

2021 Incentive Award Plan

On March 11, 2021, the board of directors approved the 2021 Plan. 18,558,576 shares of the Company’s common stock were initially reserved for issuance under the 2021 Plan. The 2021 Plan includes an evergreen provision that provides for an annual increase in the number of shares of common stock available for issuance thereunder beginning on January 1, 2022 and ending on January 1, 2031, equal to 5% of the shares of Company common stock outstanding on the last day of the immediately preceding fiscal year and such smaller number of shares as determined by the board of directors or a committee thereof.

2015 Stock Plan

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

2022 Employee Stock Purchase Plan

The Company’s 2022 ESPP has been offered to all eligible employees since August 2022 and generally permits certain employees to purchase shares of our common stock through payroll deductions of up to 15% of their compensation of each offering period, subject to certain limitations.

The 2022 ESPP provides offering periods that have a duration of 24 months in length and are comprised of purchase periods of six months in length. The offering periods are scheduled to start on the first trading day on or after May 16 and November 16 of each year. 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 the applicable offering period of the last day of the applicable purchase period.

In May of 2023, the Company increased the share purchase limit under the 2022 ESPP to 3,000 shares of the Company’s common stock per offering period and added Velodyne Lidar, Inc. as a participating employer in 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. During fiscal 2023 employees purchased 257,506 shares of common stock under the 2022 ESPP at a weighted-average purchase price of $4.56, with proceeds of $1.2 million.

Equity Plans Assumed from Acquisition

On October 22, 2021 (“Effective Time”), the Company closed the acquisition of Sense pursuant to the Agreement and Plan of Merger and Plan of Reorganization (“Sense Agreement”). Pursuant to the Sense Agreement, upon the completion of the transaction, the Company assumed the Sense 2017 Equity Incentive Plan (the “Sense Plan”). In addition, pursuant to the Sense Agreement, at the Effective Time, each outstanding option to purchase Sense common stock and each award of time-based RSUs in respect of shares of Sense common stock held by Sense employees, in each case, that was outstanding as of immediately prior to the Effective Time was automatically adjusted by the Exchange Ratio (as defined in the Sense Agreement) and converted into an equity award of the same type covering shares of the Company’s common stock, on the same terms and conditions, (including, if applicable, any continuing vesting requirements) under the applicable Sense plan and award agreement in effect immediately prior to the Effective Time (the “Assumed Awards”). In connection with the closing of the acquisition, 82,311 stock options and 449,098 RSUs were assumed.

On February 10, 2023, the Company consummated the Velodyne Merger. Pursuant to the Velodyne Merger, the Company assumed the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the “Velodyne Plan”), and all restricted stock units granted thereunder that were outstanding immediately prior to the consummation of the Velodyne Merger and converted into restricted stock units covering shares of the Company’s common stock (such assumed awards, the “Assumed RSUs”) and all shares of Velodyne Lidar, Inc. restricted stock were converted into shares of Company restricted stock. Each Assumed RSU and award of restricted stock is subject to substantially the same terms and conditions as applied to the related Velodyne restricted stock unit award or restricted stock award immediately prior to the consummation of the Velodyne Merger, except that the number of shares of common stock subject to each Assumed RSU or constituting restricted stock

was adjusted in accordance with the terms of the Velodyne Merger Agreement. In connection with the consummation of the Velodyne Merger, 961,012 Assumed RSUs and 728,646 shares of restricted stock were assumed. Pursuant to the terms of the Velodyne Plan, the number of shares reserved for issuance increases on January 1 of each year by the lesser of 820,400 shares or such smaller number of shares determined by the board of directors. In addition, any shares that are subject to awards forfeited and any shares of restricted stock that are forfeited will be available for grant under the Velodyne Plan. As of December 31, 2023, the Company had reserved 1,077,184 shares of the Company’s common stock for issuance under the Velodyne Plan.

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


	Year Ended December 31,
	2023		2022
Cost of revenue	$	2,854	$	783
Research and development	24,551		14,611
Sales and marketing	9,966		7,065
General and administrative	20,354		10,862
Total stock-based compensation	$	57,725	$	33,321

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


	Year Ended December 31,
	2023		2022
RSUs	$	43,772	$	24,236
Stock Options	7,292		8,851
Employee stock purchase plan	1,476		220
RSAs	5,185		14
Total stock-based compensation	$	57,725	$	33,321

Stock option activity for the years ended December 31, 2023 and 2022 is as follows:


	Number of Shares Underlying Outstanding Options	Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value





Outstanding—January 1, 2022	2,412,910	$	10.10	8.6	$	100,992
Options exercised	(213,318)	2.00			4,639
Options cancelled	(98,055)	28.60			1,015
Outstanding—December 31, 2022	2,101,536	$	10.12	7.7	$	8,285
Options exercised	(142,117)	1.94			617
Options cancelled	(87,770)	82.17			58
Outstanding—December 31, 2023	1,871,649	$	7.36	6.7	$	6,191
Vested and expected to vest—December 31, 2023	1,871,649	$	7.36	6.7	$	6,191
Exercisable—December 31, 2023	1,528,830	$	7.26	6.7	$	5,160

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


		Options Outstanding
Exercise Price		Options Outstanding	Weighted Average Remaining Contractual Life (Years)	Options Exercisable
$	1.85	274,431	6.6	255,051
$	2.13	829,595	6.8	663,843
$	14.22	752,408	6.8	595,653
$	52.40	15,215	5.2	14,283

		1,871,649		1,528,830

No options were granted during the years ended December 31, 2023 and December 31, 2022.

As of December 31, 2023, there was approximately $4.5 million of unamortized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted average period of 0.7 years.

Cash received from option exercises and purchases of shares was $1.4 million and $0.8 million for years ended December 31, 2023 and 2022, respectively.

Restricted Stock Units (“RSU”)

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


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—January 1, 2022	932,657	$	78.22
Granted during the year	1,571,079	27.41
Canceled during the year	(407,307)	56.01
Vested during the year	(445,614)	61.60
Unvested—December 31, 2022	1,650,815	$	39.83
Granted during the year	3,976,916	$	9.05
Canceled during the year	(793,135)	$	21.24
Vested during the year	(1,759,657)	$	25.18
Unvested—December 31, 2023	3,074,939	$	13.19

As of December 31, 2023, total compensation expense related to unvested RSUs granted to employees, but not yet recognized, was $37.6 million, with a weighted-average remaining vesting period of 1.8 years.

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	732,110	15.30
Vested	(351,727)	15.30
Unvested—December 31, 2023	380,383	$	15.30

Stock compensation expense is recognized on a straight-line basis over the vesting period of each award of RSAs. As of December 31, 2023, total compensation expense related to unvested RSAs granted to employees, but not yet recognized, was $3.0 million, with a weighted-average remaining vesting period of 1.70 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.

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Deferred tax assets, valuation allowance	$ 305,007	$ 69,608
Valuation allowance, period increase (decrease)	235,400	22,200
Unrecognized tax benefits	24,755	$ 18,812	$ 18,534
Unrecognized tax benefits that would impact effective tax rate	500
Domestic Tax Authority \| Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	844,300
Domestic Tax Authority \| Federal \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Research and development tax credit	5,000
Domestic Tax Authority \| Federal \| Operating Loss Carryforwards Expiration Year, Unlimited
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	835,800
State and Local Jurisdiction \| California Franchise Tax Board \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Research and development tax credit	$ 12,800

Commitments and Contingencies (Details) $ in Millions		12 Months Ended
Commitments and Contingencies (Details) $ in Millions	Mar. 13, 2024 USD ($)	Dec. 31, 2023 USD ($)	Mar. 19, 2024 patent	Aug. 25, 2023 director entity	Dec. 31, 2022 USD ($)	Mar. 19, 2021 director entity
Commitments and Contingencies Disclosure [Abstract]
Outstanding letters of credit		$ 1.4			$ 1.3
Loss Contingencies [Line Items]
Outstanding letters of credit		1.4			$ 1.3
Settlement expense		4.1
Nick v. Velodyne Lidar, Inc., et al.
Loss Contingencies [Line Items]
Number of directors filed against \| director						2
Number of other entities filed against in lawsuits \| entity						3
Berger v. Graf Acquisition, LLC, et al.
Loss Contingencies [Line Items]
Number of directors filed against \| director				6
Number of other entities filed against in lawsuits \| entity				2
Subsequent Event
Loss Contingencies [Line Items]
Payment of litigation settlement, estimated amount	$ 27.5
Estimated funds from insurance proceeds	$ 23.4
Third Party Contract Manufacturer
Loss Contingencies [Line Items]
Non-cancelable purchase commitments		23.4
Other Vendors
Loss Contingencies [Line Items]
Non-cancelable purchase commitments		$ 3.6
Hesai \| Subsequent Event
Loss Contingencies [Line Items]
Loss contingencies, number of patents \| patent			5
Loss contingencies, number of patents under review \| patent			2
Loss contingencies, number of remaining patents \| patent			3

Leases - Narrative (Details) $ in Thousands	3 Months Ended	12 Months Ended
Leases - Narrative (Details) $ in Thousands	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) ft²	Dec. 31, 2022 USD ($) lease	Feb. 10, 2023 ft²	Nov. 30, 2021 USD ($)	May 31, 2020 USD ($)	Sep. 30, 2017 ft²	Jan. 31, 2017 ft²
Lessee, Lease, Description [Line Items]
Operating lease, cost		$ 8,100	$ 3,900
Operating Lease, Impairment Loss	$ 800
Gain on lease termination		807	0
Operating lease, right-of-use assets		18,561	12,997
Total operating lease liabilities		25,923
Operating lease liability to be paid		29,814
Operating lease, fixed lease expense		7,400	3,800
Variable lease, cost		700	100
Operating lease, payments		$ 7,000	$ 4,000
Headquarters Located In San Francisco, California
Lessee, Lease, Description [Line Items]
Area of real estate property \| ft²		26,125
Office Space Adjacent To Corporate Headquarters
Lessee, Lease, Description [Line Items]
Area of real estate property \| ft²		20,032
Other Operating Real Estate Leases
Lessee, Lease, Description [Line Items]
Operating lease, number of lease agreements \| lease			5
Operating lease liability to be paid		$ 400
Other Operating Real Estate Leases \| Minimum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term		1 year	1 year
Other Operating Real Estate Leases \| Maximum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term		3 years	3 years
Office And Manufacturing Space In San Jose, California
Lessee, Lease, Description [Line Items]
Area of real estate property \| ft²				204,000
350 Treat Building Lease
Lessee, Lease, Description [Line Items]
Area of real estate property \| ft²							26,125
Operating lease, remaining lease term		3 years 8 months 12 days
Operating lease, renewal term					4 years 7 months 6 days
Operating lease, base lease payment for extended lease term					$ 7,600
Operating lease liability, adjustment					5,500
Operating lease, right-of-use asset, adjustment					$ 5,500
Operating lease, right-of-use assets		$ 4,500	$ 5,600
Total operating lease liabilities		$ 6,000	7,100
Discount rate		3.70%
2741 16th Street Lease
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term		3 years 8 months 12 days
Operating lease, renewal term						4 years
Operating lease, base lease payment for extended lease term						$ 8,500
Operating lease liability, adjustment						6,200
Operating lease, right-of-use asset, adjustment						6,200
Operating lease, right-of-use assets		$ 5,300	6,500
Total operating lease liabilities		$ 7,100	8,700
Discount rate		5.25%
Operating lease, increase in base lease payment						$ 700
2741 16th Street Lease \| Office Building
Lessee, Lease, Description [Line Items]
Area of real estate property \| ft²							20,032
2741 16th Street Lease \| Parking
Lessee, Lease, Description [Line Items]
Area of real estate property \| ft²							25,000
5521 Hellyer Avenue Lease
Lessee, Lease, Description [Line Items]
Operating lease, renewal term						5 years
Operating lease, base lease payment for extended lease term						$ 17,600
Operating lease, right-of-use assets			8,400
Total operating lease liabilities			$ 12,000
Discount rate		9.75%
5521 Hellyer Avenue Lease \| Office Building
Lessee, Lease, Description [Line Items]
Area of real estate property \| ft²								204,000

Description of Business and Basis of Presentation	12 Months Ended
Description of Business and Basis of Presentation	Dec. 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 OTI pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 21, 2020. As a result of the Merger, among a number of other things, (1) each of the then issued and outstanding 10,000,000 redeemable warrants of CLA (the “CLA warrants”) converted automatically into a redeemable warrant to purchase one share of Ouster common stock (the “Public warrants”) pursuant to the Warrant Agreement, dated August 20, 2020 (the “Warrant Agreement”), between CLA and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent and (2) each of the then issued and outstanding 6,000,000 private placement warrants of CLA (the “Private Placement warrants”) converted automatically into a Public warrant pursuant to the Warrant Agreement. No fractional Public warrants were issued upon separation of the CLA units. 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, Oban Merger Sub, Inc. (“Merger Sub I”) and Oban Merger Sub II LLC (“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 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 (“U.S. GAAP”). 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. 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, short-term investments, cash generated from revenues, sales of common stock under its at-the-market equity offering program and debt financing. The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has experienced recurring losses from operations, and negative cash flows from operations. As of December 31, 2023, the Company’s existing sources of liquidity included cash and cash equivalents, restricted cash and short-term investments of $191.8 million. Management expects significant operating losses and negative cash flows from operations to continue for the foreseeable future. The Company expects to continue investing in product development and sales and marketing activities. The long-term continuation of the Company’s business plan is dependent upon the generation of sufficient revenues from its products to offset expenses. The Company may require additional capital in order to execute management’s current business plan and in the event that the Company does not generate sufficient cash flows from operations and is unable to obtain funding, the Company may be forced to delay, reduce, or eliminate some or all of its discretionary spending, which could adversely affect the Company’s business prospects, ability to meet long-term liquidity needs or ability to continue operations. The Company has concluded that it has sufficient capital to fund its obligations in the ordinary course of business for at least one year from the date these consolidated financial statements were issued. Merger Agreement with Velodyne Lidar, Inc. On November 4, 2022, the Company entered into an Agreement and Plan of Merger (the “Velodyne Merger Agreement”) with Velodyne Lidar, Inc., a Delaware corporation (“Velodyne”), Oban Merger Sub, Inc., a Delaware corporation and one of the Company’s direct, wholly owned subsidiaries (“Velodyne Merger Sub I”) and Oban Merger Sub II LLC, a Delaware limited liability company and one of the Company’s direct, wholly owned subsidiaries (“Velodyne Merger Sub II”). On February 10, 2023, the Company completed the merger 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, Oban Merger Sub, Inc. (“Merger Sub I”) and Oban Merger Sub II LLC (“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). At the Market Issuance Sales Agreement On April 29, 2022, the Company entered into an At-Market-Issuance Sales Agreement (the “ATM Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc., pursuant to which the Company may offer and sell, from time to time, through or to the agents, acting as agent or principal, shares of the Company’s common stock having an aggregate offering price of up to $150.0 million under the Company’s Form S-3 registration statement. During the years ended December 31, 2023 and 2022, the Company sold 2,878,875 and 783,371 shares, respectively. The weighted-average sales price and gross proceeds to the Company before deducting offering costs, sales commissions and fees were approximately $5.67 and $21.48 per share and $33.1 million and $16.8 million, respectively, during the year ended December 31, 2023 and 2022.

Balance Sheet Components - Reconciliation of Cash, Cash Equivalents and Restricted Cash Reported (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 50,991	$ 122,932	$ 182,644
Restricted cash, current	552	257	977
Restricted cash, non-current	1,091	1,089	1,035
Total cash, cash equivalents and restricted cash	$ 52,634	$ 124,278	$ 184,656

Balance Sheet Components - Schedule of Property Plant and Equipment by Geographic Locations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 10,228	$ 9,695
United States
Property, Plant and Equipment [Line Items]
Property and equipment, net	4,967	5,295
Thailand
Property, Plant and Equipment [Line Items]
Property and equipment, net	2,733	2,481
France
Property, Plant and Equipment [Line Items]
Property and equipment, net	2,416	1,750
Others
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 112	$ 169

Net Loss Per Common Share (Tables)

12 Months Ended

Dec. 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):


	Year Ended December 31,
	2023		2022
Numerator:
Net loss	$	(374,110)	$	(138,560)
Denominator:
Weighted average shares used to compute basic and diluted net loss per share	37,042,081		17,792,316
Net loss per common share-basic and diluted	$	(10.10)	$	(7.79)

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:


	December 31,
	2023	2022
Options to purchase common stock	1,871,649	2,101,716
Public and private common stock warrants	5,232,035	1,599,990
Restricted Stock Units	3,074,939	1,651,019
Unvested early exercised common stock options	16,087	75,028
ESPP shares pending issuance	2,068,574	251,143
Unvested RSAs	376,919	—
Total	12,640,203	5,678,896

Insider Trading Arrangements	3 Months Ended	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023 shares	Dec. 31, 2023 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On December 15, 2023, Mark Weinswig, the Company’s Chief Financial Officer, adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K. The plan provides for the periodic sale of up to 19,990 shares of common stock between April 13, 2024 and May 14, 2024. Other than as described above, during the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Mark Weinswig [Member]
Trading Arrangements, by Individual
Name	Mark Weinswig
Title	Chief Financial Officer
Rule 10b5-1 Arrangement Adopted	true
Arrangement Duration	60 days
Aggregate Available	19,990	19,990

Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounts Receivable \| Customer Concentration Risk \| Customer A
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% for cells with asterisk)	42.00%	0.00%
Accounts Receivable \| Customer Concentration Risk \| Customer B
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% for cells with asterisk)	12.00%	0.00%
Total Purchase \| Supplier Concentration Risk \| Supplier A
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% for cells with asterisk)	11.00%	0.00%
Total Purchase \| Supplier Concentration Risk \| Supplier B
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% for cells with asterisk)	17.00%	28.00%

Stock-based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Outstanding shares
Restricted stock awards, beginning balance (in shares)	1,650,815	932,657
Granted (in shares)	3,976,916	1,571,079
Canceled (in shares)	(793,135)	(407,307)
Vested (in shares)	(1,759,657)	(445,614)
Restricted stock awards, ending balance (in shares)	3,074,939	1,650,815
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 39.83	$ 78.22
Granted (in dollars per share)	9.05	27.41
Canceled (in dollars per share)	21.24	56.01
Vested (in dollars per share)	25.18	61.60
Ending balance (in dollars per share)	$ 13.19	$ 39.83

Revenue - Schedules of Concentration of Risk (Details)	12 Months Ended
Revenue - Schedules of Concentration of Risk (Details)	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk \| United States
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	53.00%	36.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Restructuring

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring

In connection with the closing of the Velodyne Merger, in the year ended December 31, 2023, the Company initiated and completed actions to reduce operating expenses, which included a reduction in force and the closure of its India facility (see Note 8. Leases) (collectively, the “Restructuring Initiatives”). Non-cash stock-based compensation charge related to the vesting of share-based awards for employees who were terminated related to a "double-trigger provision" that provided for acceleration in the event of a change in control and subsequent termination of the employee from the Company.

The following table presents Restructuring Initiatives charges incurred (in thousands):


	December 31, 2023
Employee termination and associated benefits	$	15,172
Stock-based compensation expense	7,139
Long-lived asset write-down	804
Total	$	23,115

For the year ended December 31, 2023, the Restructuring Initiatives were recorded as follows (in thousands):


	Employee termination and associated benefits		Stock-based compensation expense		Long-lived asset write-down		Total
Cost of product revenue	$	1,293	$	70	$	—	$	1,363
Research and development	6,758		4,922		804		12,484
Sales and marketing	2,322		1,225		—		3,547
General and administrative	4,799		922		—		5,721
Total	$	15,172	$	7,139	$	804	$	23,115

The following table presents a roll forward of the Restructuring Initiatives liability, which is recorded in accrued expenses in the consolidated balance sheets for the twelve months ended December 31, 2023 (in thousands):


	Employee termination and associated benefits
Beginning balance	$	—
Additions as a result from Velodyne Merger	422
Restructuring Initiative expenses related to one-time employee termination and associated benefits	15,172
Amount paid during the period	(15,331)
Balance at December 31, 2023	$	263

Employee Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plan (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, employer contribution amount	$ 2.1	$ 1.5
Maximum
Defined Contribution Plan Disclosure [Line Items]
Employer matching contribution, percent (up to)	4.00%

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Use of Estimates

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

Business Combinations

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

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

Foreign Currencies

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

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

Segment Information

The Company operates as one reportable and operating segment, which relates to the sale and production of lidar sensor kits. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company.

Revenue Recognition

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 intellectual property (“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 2023 and 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 are considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. 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 and validation services. The obligation to provide services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For 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 are 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.

IP 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.

Software Licenses

The Company’s Gemini software license arrangements provide the customer with the right to install and use functional intellectual property (as it exists at the point in time at which the license is granted) for the duration of the contract term (perpetual or term license). Revenue from distinct software licenses is recognized at the point in time when the software is made available to the customer.

Maintenance

The Company’s Gemini software license arrangements typically include an initial (bundled) post contract customer support (maintenance or “PCS”) term. Those software license arrangements, which include PCS represent a distinct, stand-alone performance obligation. Contract consideration is allocated to the PCS based on its relative SSP and revenue is recognized ratably over the PCS term.

Product Warranties

The Company provides standard product warranties for a term of typically one to two years 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 typically 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 as the Company stands ready to provide services as needed.

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 typically be less than one year. These costs primarily relate to sales commissions and are expensed as incurred in sales and marketing expense in the Company’s consolidated statements of operations and comprehensive loss. The incremental cost of obtaining a contract for the years ended December 31, 2023 and 2022 was $5.0 million and $2.9 million, respectively.

Right of return

The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit, however it has in practice permitted returns of its sensor kits in limited circumstances. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of December 31, 2023 and 2022. Actual returns in subsequent periods have been consistent with estimated amounts.

Net loss per common share

The Company follows the two-class method when computing net loss per common share. The two-class method determines net loss per common share for common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company has no participating securities outstanding for the periods presented.

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

In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2023 and 2022.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company’s changes in unrealized loss on available for sale securities and foreign currency translation adjustment are the only components of other comprehensive loss that is excluded from the reported net loss for all periods presented.

Cash and Cash Equivalents

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

Restricted Cash

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

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 consolidated statement of operations and comprehensive loss.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses representing its best estimate of expected credit losses related to its existing accounts receivable and their net realizable value. The allowance is determined using a combination of factors including historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

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


	Year Ended December 31,
	2023		2022
Beginning balance	$	853	$	507
Provisions	1,346		346
Uncollectible accounts written off, net of recoveries	(1,095)		—
Ending balance	$	1,104	$	853

Inventory

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

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation and amortization are removed from the accounts and resulting gain or loss is reflected in the consolidated statement of income. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (see Note 5).

Impairment of Long-Lived Assets

The Company evaluates events and changes in circumstances that could indicate carrying amounts of long-lived assets, including intangible assets, may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of those assets, the Company records an impairment charge in the period in which such determination is made. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Goodwill

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

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

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

The quantitative impairment test involves comparing the fair value of the reporting unit to the carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit. In connection with the Company’s goodwill impairment assessments during the year ended December 31, 2023, the Company impaired all of its goodwill.

Intangible Assets

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

Fair Value of Financial Instruments

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

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

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

•Level 3 - Instruments whose significant value drivers are unobservable.

Warrant Liabilities

Warrant liabilities consist of Private Placement warrants. The Private Placement warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement warrants are redeemable by the Company and exercisable by such holders subject to certain conditions, such as the reported closing price of our common stock equaling or exceeding $180.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending three business days before the Company sends the notice of redemption to the holders of Private Placement warrants. The Company evaluated the Private Placement warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Private Placement warrants includes a provision, the application of which could result in a different settlement value for the Private Placement warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement warrants are not considered to be “indexed to the Company’s own stock.” This provision precludes the Company from classifying the Private Placement warrants in stockholders’ equity.

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

Concentrations of credit risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, short-term investments, restricted cash and accounts receivable. Cash, cash equivalents, restricted cash are deposited with federally insured commercial banks in the U.S. and UK, Netherlands, France, Hong Kong, China, Thailand, India, Canada and Germany. At times, cash balances in the U.S. may be in excess of federal insurance limits. As of December 31, 2023 and 2022, the Company had cash, cash equivalents, short-term investment and restricted cash with financial institutions in U.S. of $184.8 million and $123.5 million, respectively. As of December 31, 2023 and 2022, the Company also had cash with financial institutions in countries other than the U.S. of approximately $7.0 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:


	December 31,
	2023		2022
Customer A	42	%	—	%
Customer B	12	%	—	%

Concentrations of supplier risk

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


	Year Ended December 31,
	2023		2022
Supplier A	11	%	—	%
Supplier B	17	%	28	%

Supplier B accounted for 44% and 39% of total accounts payable balance as of December 31, 2023 and 2022.

No professional services vendor accounted for 10% greater of total accounts payable balance as of December 31, 2023. One professional services vendor accounted for approximately 14% of total accounts payable balance as of December 31, 2022.

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 purchases goods or services 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.

Stock-based compensation

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

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

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

•Expected Volatility – The expected volatility is based on the historical volatility for the period commensurate with the expected term of the awards for a peer group of comparable companies with publicly traded shares.

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

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

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

Income taxes

Deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss (“NOL”) and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to its history of operating losses, the Company has recorded a full valuation allowance against its deferred tax assets as of December 31, 2023 and 2022.

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

Recently Issued and Adopted Accounting Pronouncements

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

Recently Issued Accounting Pronouncements Not Yet Adopted

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

In November 2023, the FASB issued ASU No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. The Company does not expect ASU 2023-07 to have a material impact on the Company’s financial statement and related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740) Improvements to Income Tax Disclosures” (“ASU 2023-09”), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and can be adopted on a prospective or retrospective basis. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated financial statements and related disclosures.

Stock-based Compensation - Schedule of Nonvested Restricted Stock Awards Activity (Details) - Restricted Stock Award	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Outstanding shares
Restricted stock awards, beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	732,110
Vested (in shares) \| shares	(351,727)
Restricted stock awards, ending balance (in shares) \| shares	380,383
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

Description of Business and Basis of Presentation (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Apr. 20, 2023	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Apr. 29, 2022 USD ($)	Dec. 21, 2020 shares
Class of Stock [Line Items]
Stock split, conversion ratio	0.1
Number of fractional warrants issued (in shares)					0
Cash, cash equivalents, and short-term investments \| $		$ 191.8
CLA Warrants
Class of Stock [Line Items]
Warrants issued (in shares)					10,000,000
Warrants outstanding (in shares)					10,000,000
Warrant, conversion ratio					1
Private Placement
Class of Stock [Line Items]
Warrants issued (in shares)					6,000,000
Warrants outstanding (in shares)					6,000,000
At the Market Program
Class of Stock [Line Items]
Sale of stock, authorized amount \| $				$ 150.0
Sale of stock, number of shares issued in transaction (in shares)		2,878,875	783,371
Issue price per share (in dollars per share) \| $ / shares		$ 5.67	$ 21.48
Proceeds from issuance of common stock \| $		$ 33.1	$ 16.8

Restructuring - Amount Incurred and Liability which is recorded in Accrued Expenses in Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance		$ 0
Additions as a result from Velodyne Merger	$ 422
Restructuring Initiative expenses related to one-time employee termination and associated benefits		23,115
Amount paid during the period	(15,331)
Restructuring reserve, ending balance	263	263
Employee termination and associated benefits
Restructuring Reserve [Roll Forward]
Restructuring Initiative expenses related to one-time employee termination and associated benefits	$ 15,172	$ 15,172

Balance Sheet Components - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 33,651	$ 22,849
Less: Accumulated depreciation	(23,423)	(13,154)
Property and equipment, net	$ 10,228	9,695
Machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 16,535	8,716
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 1,104	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	$ 593	85
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	7 years
Property, plant and equipment, gross	$ 946	848
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,572	3,448
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 10,879	$ 9,319

Business Combination and Related Transactions - Schedule of Identified Intangible Assets Acquired and their Estimated Useful Lives (Details) - Velodyne Lidar, Inc. $ in Thousands	Feb. 10, 2023 USD ($)
Business Acquisition [Line Items]
Estimated Useful Life (in years)	5 years 10 months 24 days
Estimated Fair Value	$ 13,000
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
Customer relationships
Business Acquisition [Line Items]
Estimated Useful Life (in years)	8 years
Estimated Fair Value	$ 5,400

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 5,377	$ 2,502
Prepaid insurance	648	1,442
Receivable from contract manufacturers	2,028	2,526
Insurance receivable	23,375	0
Other current assets	3,219	2,073
Total prepaid and other current assets	$ 34,647	$ 8,543

Revenue

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Revenue from the sale of lidar sensor kits, which is recognized at a point in time, was $83.3 million and $41.0 million for the years ended December 31, 2023 and 2022, respectively. Revenue from the sale of licenses and services are not material for any period presented and, therefore, 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):


	Year Ended December 31,
	2023		2022
Americas	$	45,744	$	15,977
Asia-Pacific	12,929		9,510
Europe, Middle East and Africa	24,606		15,542
Total	$	83,279	$	41,029

There were no customers that accounted for more than 10% of revenue during the years ended December 31, 2023 and 2022. Country that accounted for more than 10% of revenue was as follows:


	Year Ended December 31,
	2023		2022

United States	53	%	36	%

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 contracts 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. As of December 31, 2023, the current portion of these unbilled receivables in the amount of $3.0 million, primarily consisting of unbilled receivables from multi-year license contracts, is included in “Accounts receivable, net” on the 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 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 consolidated balance sheet and are classified as current or long-term based on the nature of the underlying contractual rights and obligations.


	December 31, 2023		December 31, 2022

Contract liabilities, current
Deferred revenues from multi-year licensing contracts	$	4,723	$	—
Other contract liabilities	8,162		402

Contract liabilities, long-term portion
Deferred revenues from multi-year licensing contracts	$	3,997	$	—
Other contract liabilities	970		342
Total contract liabilities	$	17,852	$	744

Deferred revenues from multi-year licensing contracts mainly represent minimum royalty payments received from licensees relating to long-term IP license contracts for which the Company has future obligations under the license agreements. Royalties from the IP licenses 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. The Company evaluated its performance obligations under multi-year licensing contracts and did not recognize any revenue under such licensing contracts in 2023 because the Company concluded there is significant uncertainty associated with resolving the Company’s performance.

Other contract liabilities mainly relates to one $6.6 million multiyear contract entered in 2023 with a customer to sell its products. During the twelve months ended December 31, 2023, the Company partially satisfied the related performance obligation and recognized $0.7 million revenue that was included in the contract liabilities balance. As of December 31, 2023, $5.9 million remained deferred until a future product delivery date.

The following table provides information about contract liabilities (remaining performance obligations) and the significant changes in the balances during the years ended December 31, 2023 and 2022 (in thousands).


	Contract Liabilities
Ending balance as of December 31, 2021	$	280
Net revenue deferred in the period	621
Revenue recognized that was included in the contract liability balance at the beginning of the period	(157)
Ending balance as of December 31, 2022	744
Contract liabilities acquired in the Velodyne Merger	8,384
Net revenue deferred in the period	9,126
Revenue recognized that was included in the contract liability balance at the beginning of the period	(402)
Ending balance as of December 31, 2023	$	17,852

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 222,481	$ 43,990
Credits	9,863	4,828
Stock based compensation	6,359	3,653
Accruals and reserves	10,805	1,718
Deferred revenue	5,017	30
Fixed assets	2,260	2,771
Operating lease liability	9,725	3,631
Capitalized research and development expenditures	53,647	15,875
Gross deferred tax assets	320,157	76,496
Valuation allowance	(305,007)	(69,608)
Net deferred tax assets	15,150	6,888
Deferred tax liabilities:
Intangible property	(6,343)	(4,077)
Operating lease, right of use assets	(8,388)	(2,811)
Gross deferred tax liabilities	(14,731)	(6,888)
Net deferred tax assets	$ 419	$ 0

Warrants - Schedule of Fair Value Measurement Inputs of Private Placement Warrants (Details) - Valuation Technique, Option Pricing Model - Private Placement Warrants	Dec. 31, 2023 $ / shares year	Dec. 31, 2022 $ / shares year
Stock price
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	7.67	8.60
Exercise price of warrant
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	115.00	115.00
Term (years)
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| year	2.19	3.19
Expected volatility
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.9400	0.7001
Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.0419	0.0439

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Statement of Stockholders' Equity [Abstract]
Commissions and fees	$ 872	$ 505
Issuance cost	$ 327	$ 546

Business Combination and Related Transactions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Feb. 10, 2023	Dec. 31, 2023	Dec. 31, 2022
Preliminary amounts of identifiable assets and liabilities assumed
Goodwill		$ 0	$ 51,152
Velodyne Lidar, Inc.
Business Acquisition [Line Items]
Purchase consideration	$ 306,602
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
Recognized identifiable assets acquired, goodwill, and liabilities assumed, net, total	$ 306,602

Income Taxes - Schedule of Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ 84	$ 0
State	38	62
Foreign	372	243
Total current expense	494	305
Deferred:
Federal	0	0
State	0	0
Foreign	29	0
Total deferred (benefit) expense	29	0
Total tax provision (benefit)	$ 523	$ 305

Balance Sheet Components - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2024	$ 6,604
2025	4,514
2026	3,776
2027	3,682
2028	2,779
Thereafter	3,081
Net Book Value	$ 24,436	$ 18,165

Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 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)	12,640,203	5,678,896
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)	1,871,649	2,101,716
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)	5,232,035	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)	3,074,939	1,651,019
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)	16,087	75,028
ESPP shares pending issuance
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	2,068,574	251,143
Unvested RSAs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	376,919	0

Balance Sheet Components - Schedule of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance		$ 51,152	$ 51,152
Goodwill addition related to Velodyne Merger			115,523
Goodwill impairment charges	$ (67,300)	$ (99,400)	(166,675)	$ 0
Goodwill, ending balance			$ 0	$ 51,152

- 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

Business Combination and Related Transactions

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combination and Related Transactions

On February 10, 2023, the Company completed the 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 the Velodyne Merger comprising a majority of the senior management of the Company following the 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 December 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 respective estimated fair values using management’s best estimates and assumptions to assign fair value as of the acquisition date. The purchase accounting, including the identification and allocation of consideration to assets acquired was completed as of the fourth quarter of 2023. The following table provides the assets acquired and liabilities assumed as of the date of acquisition (in thousands):


	Estimated Fair Value
Purchase consideration	$	306,602
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

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	5.9	$	13,000

Developed technology relates to Velodyne’s lidar sensors and Blue City AI software used to monitor traffic networks and public spaces. The Company applied significant judgment in estimating the fair value of the developed technology, which involved significant assumptions related to the relief-from-royalty rate, the migration curve, the discount rate, and the economic life. 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, which involved significant assumptions related to the distributions margin. The Company estimated customer relationships 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 December 31, 2023, includes Velodyne revenue of $29.0 million for the period from the acquisition date of February 10, 2023 to December 31, 2023. Due to the integration of the combined businesses, it was impractical to determine the earnings.

The unaudited supplemental pro forma information below presents the combined historical results of operations of the

Company and Velodyne as if the Velodyne Merger had been completed as of January 1, 2022 (in thousands):


	Year Ended December 31,
		2023		2022
Revenue		$	86,935	$	84,984
Net loss		$	(372,689)	$	(326,269)

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


	Year Ended December 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)	$	(2,820)
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.

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Weighted Average Remaining Lease Term and Discount Rate

Supplemental balance sheet information related to leases was as follows:


	December 31,
	2023		2022
Weighted-average remaining lease term	3.84		4.52
Weighted-average discount rate	6.83	%	4.66	%

Schedule of Maturities of Operating Lease Liabilities

The maturities of the operating lease liabilities as of December 31, 2023 were as follows (in thousands):


Year ending December 31,
2024	$	7,944
2025	7,668
2026	7,688
2027	6,514

Total undiscounted lease payments	29,814
Less: imputed interest	(3,891)
Total operating lease liabilities	$	25,923

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 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):


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents:
Money market funds	$	7,354	$	—	$	—	$	7,354
Commercial paper	—		2,989		—		2,989
Short-term investments:
Commercial paper	—		80,620		—		80,620
Corporate debt and U.S. government agency securities	—		58,538		—		58,538
Total short-term investments	—		139,158		—		139,158
Total financial assets	$	7,354	$	142,147	$	—	$	149,501
Liabilities
Warrant liabilities	$	—	$	—	$	229	$	229
Total financial liabilities	$	—	$	—	$	229	$	229


	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

Business Combination and Related Transactions - Schedule of Business Acquisition, Pro Forma Information (Details) - Velodyne Lidar, Inc. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Revenue	$ 86,935	$ 84,984
Net loss	(372,689)	(326,269)
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)	(2,820)
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)

Warrants (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Fair Value Measurement Inputs

The private placement warrant was valued using the following assumptions under the Black-Scholes option-pricing model:


	December 31, 2023			December 31, 2022
Stock price	$	7.67		$	8.60
Exercise price of warrant	$	115.00		$	115.00
Term (years)	2.19			3.19
Expected volatility	94.00		%	70.01		%
Risk-free interest rate	4.19		%	4.39		%

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 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 consolidated balance sheets as of December 31, 2023 and 2022. The outstanding amount of the letters of credit was $1.4 million and $1.3 million as of December 31, 2023 and 2022, respectively. Non-cancelable purchase commitments As of December 31, 2023, the Company had non-cancelable purchase commitments to third-party contract manufacturers for approximately $23.4 million and other vendors for approximately $3.6 million. Contingencies From time to time, the Company may be involved in legal and administrative proceedings arising in the ordinary course of business. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. Management reviews these estimates in each accounting period as additional information becomes known and adjusts the loss provision when appropriate. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. If a loss is probable but the amount of loss cannot be reasonably estimated, the Company discloses the loss contingency and an estimate of possible loss or range of loss (unless such an estimate cannot be made). Legal costs incurred in connection with loss contingencies are expensed as incurred. Litigation The Company is involved in various legal proceedings arising in the ordinary course of business. 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. Velodyne Legacy Litigation 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 Velodyne’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. On July 14, 2023, the Court granted Diane Smith’s motion for class certification. The Court encouraged the parties to conduct mediation and the parties conducted mediation. On March 13, 2024, the parties to the securities class action lawsuit entitled Moradpour v. Velodyne Lidar, Inc., et al., No. 3:21-cv01486-SI (N.D. Cal.) filed a stipulation of settlement to settle this lawsuit, without any admission or concession of wrongdoing or liability by Velodyne or the individual defendants. The settlement is subject to, among other things, final documentation and court approval. The proposed settlement provides for a payment of $27.5 million, of which the Company expects approximately $23.4 million to be funded by insurance proceeds. The Company accrued for and recorded the entire amount of this $27.5 million settlement liability and recorded the expense within general and administrative expenses in 2023 after concluding that such settlement amount is probable and reasonably estimable. As of December 31, 2023, the Company recorded an insurance receivable of $23.4 million in prepaid expenses and other current assets to be funded by insurance proceeds based on the terms of the settlement. The $23.4 million insurance proceeds allows the Company to recover the majority of the settlement expense, resulting in a net charge of $4.1 million in its consolidated statement of operations. The Company will continue to assess the probable amount of insurance proceeds expected to be received in future reporting periods based on any additional facts that arise and make adjustments, if necessary. 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. On November 7, 2023, the court approved the parties’ stipulation to dismiss the derivative action and directed that the case be closed. 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 sought 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, the Halls voluntarily dismissed the action without prejudice. On January 3, 2023, the Halls filed an arbitration demand with substantially the same allegations as the prior lawsuit. On or about August 22, 2023, the Halls filed an application in Texas District Court, Dallas County to compel arbitration of Messrs. Graf and Dee who had been dismissed from the prior court action for lack of personal jurisdiction. Messrs. Graf and Dee agreed to participate in the arbitration and thus the Texas action has been stayed. The arbitrator has not yet set a schedule in the arbitration. The Company does not believe the claims are meritorious and intends to defend the action vigorously. On August 10, 2023, Plaintiffs David and Marta Hall filed a complaint against Velodyne in the Superior Court of California, County of San Francisco asserting claims for breach of contract and failure to reimburse expenses in violation of California Labor Code Section 2802 (the “2023 Hall Matter”). The 2023 Hall Matter seeks indemnification for legal fees incurred on the Halls’ behalf in connection with a derivative action against certain Velodyne officers and directors, and naming Velodyne as a nominal defendant, captioned In Re Velodyne Lidar, Inc. Derivative Action, Case No. 1:21-cv-00369-TMH (D. Del.). On November 21, 2023, Velodyne denied all allegations. The 2023 Hall Matter is set for trial on September 9, 2024. The Company does not believe the claims are meritorious and intends to defend the action vigorously. 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. No such follow up requests have been received to date. On December 1, 2022 and December 20, 2022, purported stockholders of Velodyne filed the following lawsuits against Velodyne and certain of its directors 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 Lidar, Inc., et al., Civil Action No. 22-cv-10211, Carlisle v. Velodyne Lidar, Inc., et al., Civil Action No. 22-cv-10720. On December 29, 2022, a complaint alleging generally the same claims was filed in the United States District Court for the District of Delaware, captioned Wheeler v. Velodyne Lidar, Inc., et al., Civil Action No. 22-cv-01641-UNA. All of the lawsuits were voluntarily dismissed by the respective Plaintiffs. The parties settled for immaterial mootness fees in September 2023. On August 25, 2023, a putative shareholder class action suit was filed in the Delaware Court of Chancery against six former officers and directors of Graf Industrial Corp. (“GIC”), the predecessor entity of Velodyne, as well as two other entities, entitled Berger v. Graf Acquisition, LLC, et al., No. C.A. 2023 0873 LWW. The Company, GIC and Velodyne are not named as defendants. The plaintiff, who was allegedly a GIC shareholder, asserts claims for breach of fiduciary duty and unjust enrichment in connection with the merger of GIC and Velodyne on September 29, 2020, and seeks damages, disgorgement and other recovery on behalf of the putative class of GIC shareholders in an unspecified amount. The Company is obligated to indemnify such former officers and directors under certain circumstances. The Company does not believe the claims are meritorious. 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. On August 15, 2023, the SEC informed the Company that they have concluded the investigation and that they do not intend to recommend any enforcement action. On April 11, 2023, the Company filed a complaint with the United States International Trade Commission (the “Commission”) pursuant to 19 U.S.C. § 1337 (“Section 337”). The complaint requests that the Commission institute an investigation relating to the unlawful importation, sale for importation, and/or sale after importation into the United States by Hesai Group, Hesai Technology Co., Ltd., and Hesai Inc. (collectively “Hesai”) of certain LiDAR (Light Detection and Ranging) systems and/or components thereof. The complaint alleges that Hesai’s LiDAR products infringe certain claims of the Company’s U.S. Patent Nos. 11,175,405, 11,178,381, 11,190,750, 11,287,515 and/or 11,422,236. The complaint seeks the issuance of a permanent exclusion order and cease and desist order. On May 11, 2023, the Commission decided to institute an investigation based on the Company’s complaint as In the Matter of Certain LiDAR (Light Detection and Ranging) Systems and Components Thereof, 337-TA-1363. On May 25, 2023, the Administrative Law Judge issued a procedural schedule whereby the evidentiary hearing is set to begin on January 4, 2024, with a target date for completion of the Investigation by the Commission on October 17, 2024. On June 7, 2023, Hesai responded to the complaint and denied all allegations. On June 22, 2023, Hesai filed a motion to terminate or alternatively stay the investigation in light of an alleged agreement to arbitrate based on the Settlement Agreement signed in 2020 between Hesai and Velodyne (the "Settlement Agreement”). Hesai alleges that the Company is bound to the 2020 Settlement Agreement as a result of the Company’s merger with Velodyne in 2023. The Company has opposed the motion, including any allegation that the Company has any obligation to arbitrate or that its patents are subject to any terms of the 2020 Settlement Agreement, which the Company never signed. On August 24, 2023, the administrative law judge (“ALJ”) issued an initial determination granting the motion to terminate, holding that a valid arbitration agreement exists as part of the Settlement Agreement, and thus the Company has obligation to arbitrate. On August 31, 2023, the Company filed a petition for review of the initial determination with the Commission. On September 14, 2023, Hesai responded. On October 11, 2023, the Commission issued a notice of its determination to review and, on review, to affirm with modification the ALJ’s initial determination granting the motion to terminate the investigation in its entirety based upon the arbitration agreement. As a result, the investigation was terminated. The Company has until December 11, 2023 to file a notice of appeal with the Federal Circuit. On April 11, 2023, the Company also filed a complaint in the District of Delaware alleging patent infringement of the same patents as in the aforestated Section 337 proceeding against Hesai Group and Hesai Technology Co., Ltd. The complaint seeks monetary damages as well as the issuance of a permanent injunction. On May 30, 2023, the Court granted stay the case pending the resolution, including all appeals, of In the Matter of Certain LiDAR (Light Detection and Ranging) Systems and Components Thereof, 337-TA-1363. On May 17, 2023, Hesai Photonics Technology Co. Ltd. and Hesai Group (collectively “Hesai Photonics”) filed a request for arbitration with JAMS against the Company, Velodyne, Velodyne, LLC, and Oban Merger Sub II LLC. Hesai Photonics alleges that the Company is bound by the terms and conditions, including an obligation to arbitrate disputes, of a Settlement Agreement signed in 2020 between Hesai Photonics and Velodyne as a result of the Company’s 2023 merger with Velodyne. On June 13, 2023, the Company responded to the arbitration demand. The Company denied all allegations. The Company also disputed that there was an obligation to arbitrate, and thus, alleged that JAMS lacked jurisdiction. No further dates have been set. On September 14, September 25, and September 26, 2023, Hesai filed Petitions for Inter Partes Review with the Patent Trial and Appeal Board (“PTAB”) challenging the validity of the Company’s patents asserted in the ITC and Delaware patent actions. The Company has an opportunity to respond in late December 2023 and early January 2024. On March 19, 2024, the PTAB issued decisions to institute inter partes review for two of the five patents. The PTAB is expected to issue decisions on whether to institute inter parties review for the remaining three patents by April 3, 2024. Other than as set forth above, as of December 31, 2023 the Company is unable to estimate a possible loss or range of losses in respect to those disclosed matters. Indemnification From time to time, the Company enters into agreements in the ordinary course of business that include indemnification provisions. Generally, in these provisions the Company agrees to defend, indemnify, and hold harmless the indemnified parties for claims and losses suffered or incurred by such indemnified parties for which the Company is responsible under the applicable indemnification provisions. The terms of the indemnification provisions vary depending upon negotiations between the Company and its counterpart; however, typically, these indemnification obligations survive the term of the contract and the maximum potential amount of future payments the Company could be required to make pursuant to these provisions are uncapped. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnity agreements pursuant to which it has indemnified its directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer, other than liabilities arising from willful misconduct of the individual. To date, the Company is indemnifying and has incurred costs to defend lawsuits or settle claims described above under the heading “Litigation” pursuant to the indemnity agreements of former directors and officers.

Balance Sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Uninvoiced receipts	$ 12,980	$ 10,727
Accrued compensation	6,387	3,758
Accrued legal contingencies	27,500	0
Sales and use taxes	2,667	403
Other	8,632	2,183
Total accrued and other current liabilities	$ 58,166	$ 17,071

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 83,279	$ 41,029
Cost of revenue	74,965	30,099
Gross profit	8,314	10,930
Operating expenses:
Research and development	91,210	64,317
Sales and marketing	41,639	30,833
General and administrative	81,982	61,203
Goodwill impairment charges	166,675	0
Total operating expenses	381,506	156,353
Loss from operations	(373,192)	(145,423)
Other (expense) income:
Interest income	9,038	2,208
Interest expense	(9,303)	(2,694)
Other income (expense), net	(130)	7,654
Total other (expense) income, net	(395)	7,168
Loss before income taxes	(373,587)	(138,255)
Provision for income tax expense	523	305
Net loss	(374,110)	(138,560)
Other comprehensive loss
Changes in unrealized gain (loss) on available for sale securities	354	0
Foreign currency translation adjustments	(13)	(143)
Total comprehensive loss	$ (373,769)	$ (138,703)
Net loss per common share, basic (in dollars per share)	$ (10.10)	$ (7.79)
Net loss per common share, diluted (in dollars per share)	$ (10.10)	$ (7.79)
Weighted-average shares used to compute basic net loss per share (in shares)	37,042,081	17,792,316
Weighted-average shares used to compute diluted net loss per share (in shares)	37,042,081	17,792,316

Balance Sheet Components - Product Warranties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Movement in Standard Product Warranty Accrual [Roll Forward]
Beginning balance	$ 2,096	$ 983
Additions from acquisitions	802	0
Warranty expenditures	(2,820)	(1,702)
Increase to warranty accrual	3,583	2,815
Ending balance	$ 3,661	$ 2,096

Revenue - Changes in Contract Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Contract Liabilities
Contract liability, beginning balance	$ 744	$ 280
Net revenue deferred in the period	9,126	621
Revenue recognized that was included in the contract liability balance at the beginning of the period	(402)	(157)
Contract liabilities acquired in the Velodyne Merger	8,384
Contract liability, ending balance	$ 17,852	$ 744

Summary of Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 853	$ 507
Provisions	1,346	346
Uncollectible accounts written off, net of recoveries	(1,095)	0
Ending balance	$ 1,104	$ 853

Business Combination and Related Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The purchase accounting, including the identification and allocation of consideration to assets acquired was completed as of the fourth quarter of 2023. The following table provides the assets acquired and liabilities assumed as of the date of acquisition (in thousands):


	Estimated Fair Value
Purchase consideration	$	306,602
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 Identified Intangible Assets Acquired and their Estimated Useful Lives

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	5.9	$	13,000

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 the Velodyne Merger had been completed as of January 1, 2022 (in thousands):


	Year Ended December 31,
		2023		2022
Revenue		$	86,935	$	84,984
Net loss		$	(372,689)	$	(326,269)

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


	Year Ended December 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)	$	(2,820)
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)

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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. 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.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. The most significant estimates included in these consolidated financial statements are the useful lives of long-lived assets, revenue recognition, inventory write downs, the realizability of deferred tax assets, the measurement of stock-based compensation, and the valuation of the Company’s various financial instruments. The complexity of the estimation process and factors relating to assumptions, risks and uncertainties inherent with the use of the estimates affect the amount of revenue and related expenses reported in the Company’s consolidated financial statements. Internal and external factors can affect the Company’s estimates. Actual results could differ from these estimates under different assumptions or conditions.
Business Combinations	Business Combinations Business combinations are accounted for under the acquisition method. The Company recognizes the assets acquired and liabilities assumed in business combinations on the basis of their fair values at the date of acquisition. The Company assesses the fair value of assets acquired, including intangible assets, and liabilities assumed using a variety of methods. Each asset acquired and liability assumed is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant estimates and assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset, future cash inflows and outflows, probabilities of success, asset lives, and the appropriate discount rates. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with a business combination are expensed as incurred. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations within other income (expense), net.
Foreign Currencies	Foreign Currencies The functional currency of the Company is the U.S. dollar. The functional currency of the Company’s wholly-owned foreign subsidiaries is generally the same as the entity’s local currency. Accordingly, the asset and liability accounts of our foreign operations are translated into U.S. dollars using the current exchange rate in effect at the balance sheet date and equity accounts are translated into U.S. dollars using historical rates. The revenues and expenses are translated using the weighted-average exchange rates in effect during the period, and gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive loss in the consolidated balance sheets. Foreign currency translation adjustments are recorded in other comprehensive loss in the consolidated statements of operations and comprehensive loss. Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss.
Segment Information	Segment Information The Company operates as one reportable and operating segment, which relates to the sale and production of lidar sensor kits. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company.
Revenue Recognition	Revenue Recognition 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 intellectual property (“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 2023 and 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 are considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. 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 and validation services. The obligation to provide services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For 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 are 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. IP 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. Software Licenses The Company’s Gemini software license arrangements provide the customer with the right to install and use functional intellectual property (as it exists at the point in time at which the license is granted) for the duration of the contract term (perpetual or term license). Revenue from distinct software licenses is recognized at the point in time when the software is made available to the customer. Maintenance The Company’s Gemini software license arrangements typically include an initial (bundled) post contract customer support (maintenance or “PCS”) term. Those software license arrangements, which include PCS represent a distinct, stand-alone performance obligation. Contract consideration is allocated to the PCS based on its relative SSP and revenue is recognized ratably over the PCS term. Product Warranties The Company provides standard product warranties for a term of typically one to two years 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 typically 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 as the Company stands ready to provide services as needed. 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 typically be less than one year. These costs primarily relate to sales commissions and are expensed as incurred in sales and marketing expense in the Company’s consolidated statements of operations and comprehensive loss. The incremental cost of obtaining a contract for the years ended December 31, 2023 and 2022 was $5.0 million and $2.9 million, respectively. Right of return The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit, however it has in practice permitted returns of its sensor kits in limited circumstances. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of December 31, 2023 and 2022. Actual returns in subsequent periods have been consistent with estimated amounts.
Net loss per common share	Net loss per common share The Company follows the two-class method when computing net loss per common share. The two-class method determines net loss per common share for common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company has no participating securities outstanding for the periods presented. Basic net loss per common share attributable to common stockholders is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per common share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
Comprehensive Loss	Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company’s changes in unrealized loss on available for sale securities and foreign currency translation adjustment are the only components of other comprehensive loss that is excluded from the reported net loss for all periods presented.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents consist of cash deposited with banks, money market accounts and commercial paper.
Restricted Cash	Restricted Cash Restricted cash consists of certificates of deposit held by banks as security for outstanding letters of credit.
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 consolidated statement of operations and comprehensive loss.
Accounts Receivable	Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses representing its best estimate of expected credit losses related to its existing accounts receivable and their net realizable value. The allowance is determined using a combination of factors including historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Inventory	Inventory Inventory consists primarily of raw materials, work-in-process, and finished goods and is stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company charges cost of revenue for write-downs of inventories which are obsolete or in excess of anticipated demand based on purchase commitments, production needed to fulfil the warranty obligations, consideration of product marketability and product development plans, historical revenue and assumptions about future demand and market conditions.
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation and amortization are removed from the accounts and resulting gain or loss is reflected in the consolidated statement of income. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (see Note 5).
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company evaluates events and changes in circumstances that could indicate carrying amounts of long-lived assets, including intangible assets, may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of those assets, the Company records an impairment charge in the period in which such determination is made. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Goodwill	Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value. Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit. Prior to performing the impairment test, the Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit was less than the carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the Company would perform a quantitative impairment test. The quantitative impairment test involves comparing the fair value of the reporting unit to the carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit. In connection with the Company’s goodwill impairment assessments during the year ended December 31, 2023, the Company impaired all of its goodwill.
Intangible Assets	Intangible Assets Intangible assets consist of developed technology, vendor relationship and customer relationships. Acquired intangible assets are initially recorded at the acquisition-date fair value. Intangible assets are amortized on a straight-line basis over their estimated useful lives, generally 3 to 8 years.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies the fair value measurement accounting standard whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in the accounting standard as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: •Level 1 - Quoted prices for identical instruments in active markets. •Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. •Level 3 - Instruments whose significant value drivers are unobservable. Non-Recurring Fair Value Measurements The Company has certain assets, including intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.
Warrant Liabilities and Amazon Warrant	Warrant Liabilities Warrant liabilities consist of Private Placement warrants. The Private Placement warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement warrants are redeemable by the Company and exercisable by such holders subject to certain conditions, such as the reported closing price of our common stock equaling or exceeding $180.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending three business days before the Company sends the notice of redemption to the holders of Private Placement warrants. The Company evaluated the Private Placement warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Private Placement warrants includes a provision, the application of which could result in a different settlement value for the Private Placement warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Placement warrants are not considered to be “indexed to the Company’s own stock.” This provision precludes the Company from classifying the Private Placement warrants in stockholders’ equity. As the Private Placement warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. 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 purchases goods or services 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.
Concentrations of credit risk	Concentrations of credit risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, short-term investments, restricted cash and accounts receivable. Cash, cash equivalents, restricted cash are deposited with federally insured commercial banks in the U.S. and UK, Netherlands, France, Hong Kong, China, Thailand, India, Canada and Germany. At times, cash balances in the U.S. may be in excess of federal insurance limits. As of December 31, 2023 and 2022, the Company had cash, cash equivalents, short-term investment and restricted cash with financial institutions in U.S. of $184.8 million and $123.5 million, respectively. As of December 31, 2023 and 2022, the Company also had cash with financial institutions in countries other than the U.S. of approximately $7.0 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.
Stock-based compensation	Stock-based compensation The Company measures and recognizes stock-based compensation expense for stock-based awards granted to employees, directors, and consultants over the requisite service periods based on the estimated grant date fair value, which for options is using the Black-Scholes-Merton option pricing model using the following variables: •Common Stock Valuation – The fair value of the shares of common stock underlying the Company’s stock-based awards issued after the Colonnade Merger is based on the grant date closing fair market value of the Company’s common stock. Before closing of the Colonnade Merger, the fair value of the shares of common stock underlying the Company’s stock-based awards was historically determined by management and approved by the board of directors. Because there was no public market for the Company’s common stock, the board of directors determined the fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors, including contemporaneous valuations performed by an unrelated third-party specialist, valuations of comparable public companies, operating and financial performance, the lack of liquidity of capital stock, and general and industry-specific economic outlook. Valuations performed by the third-party valuation specialist used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (“AICPA” Accounting and Valuation Guide). In relation to options, the Board intends all options granted to be exercisable at a price per share not less than the per share fair value of the common stock underlying those options on the date of grant. •Expected Term – The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the options. •Expected Volatility – The expected volatility is based on the historical volatility for the period commensurate with the expected term of the awards for a peer group of comparable companies with publicly traded shares. •Expected Dividends – The Company does not currently pay cash dividends on its common stock and does not anticipate doing so in the foreseeable future. Accordingly, the expected dividend yield is 0%. •Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. The fair values of the restricted stock awards and restricted stock units were determined based on the fair value of the Company’s common stock on the grant date. The Company recognizes stock-based compensation expense over the requisite service period. Forfeitures are accounted for as they occur. The Company’s policy for issuing stock upon stock option exercise is to issue new common stock.
Income taxes	Income taxes Deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss (“NOL”) and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to its history of operating losses, the Company has recorded a full valuation allowance against its deferred tax assets as of December 31, 2023 and 2022. The Company accounts for uncertainty in income taxes using a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of the related appeals or litigation processes, if any. An uncertain tax position that meets a more likely than not standard based on its technical merit would then be evaluated under the measurement step to determine the largest tax benefit that the taxpayer more likely than not will realize. The Company classifies any liabilities for unrecognized tax benefits as current to the extent that the Company anticipates payment of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.
Recently Issued and Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued and Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. In the fourth quarter of 2022, Ouster adopted the amendments and recognized contract assets acquired and contract liabilities assumed in the mergers in accordance with ASC 606. Ouster has elected to apply the practical expedient under paragraph ASC 805-20-30-29(b) of the adopted amendments and allocated the transaction price based on the standalone selling price of each performance obligation in the contract with a customer for all contracts acquired in the mergers. As of December 31, 2022, the adoption of this new standard had no impact on the Company’s consolidated financial statements and related footnote disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted The Company considers the applicability and impact of all ASUs. ASUs not referenced below were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. The Company does not expect ASU 2023-07 to have a material impact on the Company’s financial statement and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740) Improvements to Income Tax Disclosures” (“ASU 2023-09”), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and can be adopted on a prospective or retrospective basis. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated financial statements and related disclosures.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (374,110)	$ (138,560)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill impairment charges	166,675	0
Depreciation and amortization	17,148	9,456
Loss on write-off of construction in progress and right-of-use asset impairment	1,732	0
Gain on lease termination	(807)	0
Stock-based compensation	57,725	33,321
Reduction of revenue related to stock warrant issued to customer	528	0
Amortization of right-of-use asset	4,519	2,730
Non-cash interest income	(732)	0
Interest expense and loss on debt extinguishment	4,001	799
Amortization of debt issuance costs and debt discount	190	160
Accretion or amortization on short-term investments	(4,685)	0
Change in fair value of warrant liabilities	49	(7,446)
Inventory write down	10,047	1,600
Provision for doubtful accounts	1,346	346
(Gain)/loss from disposal of property and equipment	(59)	430
Changes in operating assets and liabilities:
Accounts receivable	3,574	(856)
Inventory	(4,047)	(13,684)
Prepaid expenses and other assets	(21,575)	(3,148)
Accounts payable	(8,520)	4,191
Accrued and other liabilities	8,081	3,196
Contract liabilities	6,597	0
Operating lease liability	(5,567)	(3,225)
Net cash used in operating activities	(137,890)	(110,690)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property & equipment	560	275
Purchases of property and equipment	(3,006)	(5,422)
Purchase of short-term investments	(137,104)	0
Proceeds from sales of short-term investments	158,014	0
Cash and cash equivalents acquired in the Velodyne Merger	32,137	0
Net cash used in investing activities	50,601	(5,147)
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of common stock	0	(45)
Proceeds from exercise of stock options	271	470
Proceeds from ESPP purchase	1,174	378
Proceeds from borrowings, net of debt discount and issuance costs	43,975	39,077
Repayments of borrowings	(43,975)	0
Proceeds from the issuance of common stock under at-the-market offering, net of commissions and fees	14,575	16,322
At-the-market offering costs for the issuance of common stock	(363)	(541)
Taxes paid related to net share settlement of restricted stock units	0	(59)
Net cash provided by financing activities	15,657	55,602
Effect of exchange rates on cash and cash equivalents	(12)	(143)
Net increase decrease in cash, cash equivalents and restricted cash	(71,644)	(60,378)
Cash, cash equivalents and restricted cash at beginning of year	124,278	184,656
Cash, cash equivalents and restricted cash at end of year	52,634	124,278
SUPPLEMENTAL DISCLOSURES OF OPERATING ACTIVITIES:
Cash paid for interest	5,115	1,735
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Proceeds from the issuance of common stock under at-the-market offering not received	1,255	0
Property and equipment purchases included in accounts payable and accrued liabilities	524	269
Common stock shares issued in the Velodyne Merger	297,425	0
Common stock warrants issued in the Velodyne Merger	$ 9,177	$ 0

Debt - Narrative (Details) - USD ($) $ in Millions	Oct. 25, 2023	Feb. 10, 2023	Oct. 17, 2022	Apr. 29, 2022
Minimum Liquidity Pursuant To Credit Agreement
Debt Instrument [Line Items]
Restricted cash	$ 52.0
Hercules Loan and Security Agreement \| Term Loan
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity				$ 50.0
Debt, outstanding balance				20.0
Proceeds from line of credit			$ 20.0
Covenant terms, cash in deposit accounts, minimum amount				60.0
Payments for cash facility and legal fees				0.6
Debt issuance costs				$ 0.3
Effective interest rate				17.90%
Loss on extinguishment of debt	3.6
Hercules Loan and Security Agreement \| Term Loan \| Minimum \| Interest Rate, Subject To Financial Covenant
Debt Instrument [Line Items]
Interest rate		9.40%
Credit Agreement with UBS Bank USA and UBS Financial Services \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	45.0
Proceeds from line of credit	$ 44.0
Debt instrument, variable interest rate margin	1.20%
Commitment fee percentage	0.50%
Credit Agreement with UBS Bank USA and UBS Financial Services \| Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Liquidity premium, percentage	0.15%
Credit Agreement with UBS Bank USA and UBS Financial Services \| Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Liquidity premium, percentage	0.50%
Prime Rate \| Hercules Loan and Security Agreement \| Term Loan
Debt Instrument [Line Items]
Debt instrument, end of term charge, percentage		7.45%
Prime Rate \| Hercules Loan and Security Agreement \| Term Loan \| Interest Rate, Not Subject To Financial Covenant
Debt Instrument [Line Items]
Basis spread on variable rate		6.15%
Prime Rate \| Hercules Loan and Security Agreement \| Term Loan \| Debt Instrument, Prepayment Made Within 12 Months Following the Closing Date
Debt Instrument [Line Items]
Debt instrument, prepayment charge, percentage		2.50%
Debt Instrument, prepayment charge, payment period		12 months
Prime Rate \| Hercules Loan and Security Agreement \| Term Loan \| Debt Instrument, Prepayment Made after 12 Months Prior to 24 Months Following the Closing Date
Debt Instrument [Line Items]
Debt instrument, prepayment charge, percentage		1.50%
Prime Rate \| Hercules Loan and Security Agreement \| Term Loan \| Debt Instrument, Prepayment Made after 12 Months Prior to 24 Months Following the Closing Date \| Minimum
Debt Instrument [Line Items]
Debt Instrument, prepayment charge, payment period		12 months
Prime Rate \| Hercules Loan and Security Agreement \| Term Loan \| Debt Instrument, Prepayment Made after 12 Months Prior to 24 Months Following the Closing Date \| Maximum
Debt Instrument [Line Items]
Debt Instrument, prepayment charge, payment period		24 months
Prime Rate \| Hercules Loan and Security Agreement \| Term Loan \| Debt Instrument, Prepayment Made after 24 Months Following the Closing Date
Debt Instrument [Line Items]
Debt instrument, prepayment charge, percentage		1.00%
Secured Overnight Financing Rate \| Credit Agreement with UBS Bank USA and UBS Financial Services \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate	0.11%

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Accounts Receivable, Allowance for Doubtful Accounts

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


	Year Ended December 31,
	2023		2022
Beginning balance	$	853	$	507
Provisions	1,346		346
Uncollectible accounts written off, net of recoveries	(1,095)		—
Ending balance	$	1,104	$	853

Schedules of Concentration of Risk

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


	December 31,
	2023		2022
Customer A	42	%	—	%
Customer B	12	%	—	%

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


	Year Ended December 31,
	2023		2022
Supplier A	11	%	—	%
Supplier B	17	%	28	%

Country that accounted for more than 10% of revenue was as follows:


	Year Ended December 31,
	2023		2022

United States	53	%	36	%

Revenue - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Contract liabilities, current
Contract liabilities, current	$ 12,885	$ 402
Contract liabilities, long-term portion
Contract liabilities, long-term portion	4,967	342
Contract with Customer, Liability, Total	17,852	744	$ 280
Deferred revenues from multi-year licensing contracts
Contract liabilities, current
Contract liabilities, current	4,723	0
Contract liabilities, long-term portion
Contract liabilities, long-term portion	3,997	0
Other contract liabilities
Contract liabilities, current
Contract liabilities, current	8,162	402
Contract liabilities, long-term portion
Contract liabilities, long-term portion	$ 970	$ 342

Net Loss Per Common Share

12 Months Ended

Dec. 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):


	Year Ended December 31,
	2023		2022
Numerator:
Net loss	$	(374,110)	$	(138,560)
Denominator:
Weighted average shares used to compute basic and diluted net loss per share	37,042,081		17,792,316
Net loss per common share-basic and diluted	$	(10.10)	$	(7.79)


	December 31,
	2023	2022
Options to purchase common stock	1,871,649	2,101,716
Public and private common stock warrants	5,232,035	1,599,990
Restricted Stock Units	3,074,939	1,651,019
Unvested early exercised common stock options	16,087	75,028
ESPP shares pending issuance	2,068,574	251,143
Unvested RSAs	376,919	—
Total	12,640,203	5,678,896

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2023
Retirement Benefits [Abstract]
Employee Benefit Plan	Employee benefit plan In 2018, the Company adopted a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company at its discretion offers matching contributions of up to 4% of each employee’s annual compensation. The Company provided matching contributions of $2.1 million and $1.5 million to the plan during the years ended December 31, 2023 and 2022, respectively.

Restructuring - Schedule of Total Stock-based Compensation Expense associated with Restructuring Initiatives (Details) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		$ 23,115
Cost of revenue
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		1,363
Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		12,484
Sales and marketing
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		3,547
General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		5,721
Employee termination and associated benefits
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs	$ 15,172	15,172
Employee termination and associated benefits \| Cost of revenue
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		1,293
Employee termination and associated benefits \| Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		6,758
Employee termination and associated benefits \| Sales and marketing
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		2,322
Employee termination and associated benefits \| General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		4,799
Stock-based compensation expense
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		7,139
Stock-based compensation expense \| Cost of revenue
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		70
Stock-based compensation expense \| Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		4,922
Stock-based compensation expense \| Sales and marketing
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		1,225
Stock-based compensation expense \| General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		922
Long-lived asset write-down
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		804
Long-lived asset write-down \| Cost of revenue
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		0
Long-lived asset write-down \| Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		804
Long-lived asset write-down \| Sales and marketing
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		0
Long-lived asset write-down \| General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring initiative costs		$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Stock-based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Number of Shares Underlying Outstanding Options
Number of shares underlying outstanding options, beginning balance (in shares)	2,101,536	2,412,910
Number of shares underlying outstanding options, options exercised (in shares)	(142,117)	(213,318)
Number of shares underlying outstanding options, options cancelled (in shares)	(87,770)	(98,055)
Number of shares underlying outstanding options, ending balance (in shares)	1,871,649	2,101,536	2,412,910
Number of shares underlying outstanding options, vested and expected to vest (in shares)	1,871,649
Number of shares underlying outstanding options, exercisable (in shares)	1,528,830
Weighted- Average Exercise Price per Share
Weighted average exercise price, beginning balance (in dollars per share)	$ 10.12	$ 10.10
Weighted average exercise price, options exercised (in dollars per share)	1.94	2.00
Weighted average exercise price, options cancelled (in dollars per share)	82.17	28.60
Weighted average exercise price, ending balance (in dollars per share)	7.36	$ 10.12	$ 10.10
Weighted average exercise price, options vested and expected to vest (in dollars per share)	7.36
Weighted average exercise price, options exercisable (in dollars per share)	$ 7.26
Weighted- Average Remaining Contractual Term (in years)
Stock options outstanding, weighted average remaining contractual term	6 years 8 months 12 days	7 years 8 months 12 days	8 years 7 months 6 days
Stock options vested and expected to vest, weighted average remaining contractual term	6 years 8 months 12 days
Stock options exercisable, weighted average remaining contractual term	6 years 8 months 12 days
Aggregate Intrinsic Value
Stock options outstanding, aggregate intrinsic value, beginning balance	$ 8,285	$ 100,992
Stock options exercised, aggregate intrinsic value	617	4,639
Stock options cancelled, aggregate intrinsic value	58	1,015
Stock options outstanding, aggregate intrinsic value, ending balance	6,191	$ 8,285	$ 100,992
Stock options vested and expected to vest, aggregate intrinsic value	6,191
Stock options exercisable, aggregate intrinsic value	$ 5,160

Stock-based Compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 57,725	$ 33,321
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	2,854	783
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	24,551	14,611
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	9,966	7,065
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 20,354	$ 10,862

Net Loss Per Common Share - Schedule of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net loss available to common stockholders, basic	$ (374,110)	$ (138,560)
Net loss available to common stockholders, diluted	$ (374,110)	$ (138,560)
Denominator:
Weighted-average shares used to compute basic net loss per share (in shares)	37,042,081	17,792,316
Weighted-average shares used to compute diluted net loss per share (in shares)	37,042,081	17,792,316
Net loss per common share, basic (in dollars per share)	$ (10.10)	$ (7.79)
Net loss per common share, diluted (in dollars per share)	$ (10.10)	$ (7.79)

- Definition

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

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- Definition

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

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

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- Definition

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

+ References + Details

Common Stock (Details) $ / shares in Units, $ in Millions	12 Months Ended
Common Stock (Details) $ / shares in Units, $ in Millions	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Apr. 29, 2022 USD ($)	Mar. 11, 2021 vote
Class of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares) \| shares	100,000,000	100,000,000
Redeemable convertible preferred stock, shares authorized (in shares) \| shares	100,000,000	100,000,000
Common stock, voting rights, number of votes per share \| vote				1
At the Market Program
Class of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001
Sale of stock, authorized amount \| $			$ 150.0
Sale of stock, number of shares issued in transaction (in shares) \| shares	2,878,875	783,371
Issue price per share (in dollars per share)	$ 5.67	$ 21.48
Proceeds from issuance of common stock \| $	$ 33.1	$ 16.8
Sale of stock, remaining authorized amount \| $	$ 116.9

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2023	Mar. 21, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39463
Entity Registrant Name	Ouster, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2528989
Entity Address, Address Line One	350 Treat Avenue
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94110
City Area Code	415
Local Phone Number	949-0108
Title of 12(g) Security
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 174.1
Entity Common Stock, Shares Outstanding		40,671,374
Documents Incorporated by Reference	Documents Incorporated by Reference: Specifically identified portions of the registrant’s definitive proxy statement relating to its 2024 annual meeting of stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K where indicated. The registrant's definitive proxy statement will be filed with the U.S. Securities and Exchange Commission (the “SEC”) within 120 days after the end of the registrant’s fiscal year ended December 31, 2023.
Entity Central Index Key	0001816581
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
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

Restructuring (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Initiatives

The following table presents Restructuring Initiatives charges incurred (in thousands):


	December 31, 2023
Employee termination and associated benefits	$	15,172
Stock-based compensation expense	7,139
Long-lived asset write-down	804
Total	$	23,115

For the year ended December 31, 2023, the Restructuring Initiatives were recorded as follows (in thousands):


	Employee termination and associated benefits		Stock-based compensation expense		Long-lived asset write-down		Total
Cost of product revenue	$	1,293	$	70	$	—	$	1,363
Research and development	6,758		4,922		804		12,484
Sales and marketing	2,322		1,225		—		3,547
General and administrative	4,799		922		—		5,721
Total	$	15,172	$	7,139	$	804	$	23,115

Schedule of Amount Incurred and Liability which is recorded in Accrued Expenses in Condensed Consolidated Balance Sheets


	Employee termination and associated benefits
Beginning balance	$	—
Additions as a result from Velodyne Merger	422
Restructuring Initiative expenses related to one-time employee termination and associated benefits	15,172
Amount paid during the period	(15,331)
Balance at December 31, 2023	$	263

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 50,991	$ 122,932
Restricted cash, current	552	257
Short-term investments	139,158	0
Accounts receivable, net	14,577	11,233
Inventory	23,232	19,533
Prepaid expenses and other current assets	34,647	8,543
Total current assets	263,157	162,498
Property and equipment, net	10,228	9,695
Operating lease, right-of-use assets	18,561	12,997
Unbilled receivable, long-term portion	10,567	0
Goodwill	0	51,152
Intangible assets, net	24,436	18,165
Restricted cash, non-current	1,091	1,089
Other non-current assets	2,703	541
Total assets	330,743	256,137
Current liabilities:
Accounts payable	3,545	8,798
Accrued and other current liabilities	58,166	17,071
Contract liabilities	12,885	402
Operating lease liability, current portion	7,096	3,221
Total current liabilities	81,692	29,492
Operating lease liability, long-term portion	18,827	13,400
Debt	43,975	39,574
Contract liability, long-term portion	4,967	342
Other non-current liabilities	1,610	1,710
Total liabilities	151,071	84,518
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock, $0.0001 par value; 100,000,000 shares authorized at December 31, 2023 and 2022; 43,257,862 and 18,658,798 issued and outstanding at December 31, 2023 and 2022, respectively	42	19
Additional paid-in capital	995,464	613,665
Accumulated deficit	(816,026)	(441,916)
Accumulated other comprehensive income (loss)	192	(149)
Total stockholders’ equity	179,672	171,619
Total liabilities and stockholders’ equity	$ 330,743	$ 256,137

Business Combination and Related Transactions - Narrative (Details) - Velodyne Lidar, Inc. $ in Thousands		11 Months Ended
	Feb. 10, 2023 USD ($)	Dec. 31, 2023 USD ($)
Business Acquisition [Line Items]
Business combination, exchange ratio	0.8204
Consideration transferred	$ 306,602
Business combination, acquisition related costs		$ 13,000
Estimated Useful Life (in years)	5 years 10 months 24 days
Business combination, revenue of acquiree since acquisition date, actual		$ 29,000
Amazon Warrant
Business Acquisition [Line Items]
Business combination, consideration transferred, warrants and rights assumed	$ 8,600
Customer relationships
Business Acquisition [Line Items]
Estimated Useful Life (in years)	8 years

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 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 issued (in shares)	43,257,862	18,658,798
Common stock, shares outstanding (in shares)	43,257,862	18,658,798

Stock-based Compensation - Schedule of Stock Options Outstanding and Exercisable (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	1,871,649
Options exercisable (in shares)	1,528,830
1.85
Share-based Compensation Arrangement by Share-based Payment Award [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)	274,431
Weighted Average Remaining Contractual Life (Years)	6 years 7 months 6 days
Options exercisable (in shares)	255,051
2.13
Share-based Compensation Arrangement by Share-based Payment Award [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)	829,595
Weighted Average Remaining Contractual Life (Years)	6 years 9 months 18 days
Options exercisable (in shares)	663,843
14.22
Share-based Compensation Arrangement by Share-based Payment Award [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
Weighted Average Remaining Contractual Life (Years)	6 years 9 months 18 days
Options exercisable (in shares)	595,653
52.40
Share-based Compensation Arrangement by Share-based Payment Award [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)	15,215
Weighted Average Remaining Contractual Life (Years)	5 years 2 months 12 days
Options exercisable (in shares)	14,283

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at the beginning of the year	$ 18,812	$ 18,534
Decreases:
For prior years’ tax positions	(1,958)	(64)
Increases:
For current year’s tax positions	0	320
For prior years’ tax positions	7,901	22
Balance at the end of the year	$ 24,755	$ 18,812

Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Feb. 10, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Short-term investments				$ 139,158	$ 0
Inventory write down				10,047	1,600
Depreciation				10,400	5,000
Goodwill impairment charges		$ 67,300	$ 99,400	166,675	0
Goodwill				0	51,152
Amortization of intangible assets				6,700	4,500
Cost of Revenue
Property, Plant and Equipment [Line Items]
Inventory write down				$ 10,000	$ 1,300
Velodyne Lidar, Inc.
Property, Plant and Equipment [Line Items]
Consideration transferred	$ 306,602
Goodwill	115,523
Velodyne Lidar, Inc. \| Amazon Warrant
Property, Plant and Equipment [Line Items]
Business combination, consideration transferred, warrants and rights assumed	$ 8,600

Stock-based Compensation - Schedule of Stock Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 57,725	$ 33,321
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	43,772	24,236
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	7,292	8,851
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	1,476	220
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 5,185	$ 14

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (c)(1)(iv)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (c)(2)(i)
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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-Topic 718
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-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Fair Value of Financial Instruments

12 Months Ended

Dec. 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):


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents:
Money market funds	$	7,354	$	—	$	—	$	7,354
Commercial paper	—		2,989		—		2,989
Short-term investments:
Commercial paper	—		80,620		—		80,620
Corporate debt and U.S. government agency securities	—		58,538		—		58,538
Total short-term investments	—		139,158		—		139,158
Total financial assets	$	7,354	$	142,147	$	—	$	149,501
Liabilities
Warrant liabilities	$	—	$	—	$	229	$	229
Total financial liabilities	$	—	$	—	$	229	$	229


	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 in active markets.

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

Non-Recurring Fair Value Measurements

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

Disclosure of Fair Values

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

Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 10,062	$ 6,971
Work in process	75	3,857
Finished goods	13,095	8,705
Total inventory	$ 23,232	$ 19,533

Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 7,944
2025	7,668
2026	7,688
2027	6,514
Total undiscounted lease payments	29,814
Less: imputed interest	(3,891)
Total operating lease liabilities	$ 25,923

Revenue - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 83,279	$ 41,029
Current portion of unbilled receivables	3,000
Contract liabilities	6,597	0
Contract with customer, liability	17,852	744	$ 280
Product \| Transferred at Point in Time
Disaggregation of Revenue [Line Items]
Revenue	83,300	$ 41,000
Deferred revenues from multi-year licensing contracts \| One Customer With Multiyear Contract
Disaggregation of Revenue [Line Items]
Contract liabilities	6,600
Contract with customer, liability, revenue recognized	700
Contract with customer, liability	$ 5,900

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company leases its headquarters located in San Francisco, California, where the Company 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 to 2023, the Company had 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.

On February 10, 2023, the Company 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:


	December 31,
	2023		2022
Weighted-average remaining lease term	3.84		4.52
Weighted-average discount rate	6.83	%	4.66	%

The Company incurred total lease costs in its consolidated statements of operations and comprehensive loss of $8.1 million and $3.9 million for the years ended December 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 remained 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 in the three months ended March 31, 2023. In the twelve months ended December 31, 2023, the Company recorded $0.8 million gain on lease modification due to the termination of its Bengalaru, India lease.

350 Treat Building Lease

In September 2017, the Company entered into a lease agreement (the “350 Treat Building Lease”) to lease approximately 26,125 square feet of office and warehouse space located in San Francisco, California for its corporate headquarters.

In November 2021, the Company entered into an amendment to the 350 Treat Building Lease agreement, whereby the parties agreed to extend the term of the lease for an additional four years and seven months and provided for an additional tenant improvement allowance. The total base lease payments for the extended period of 4.6 years equals $7.6 million. The amendment resulted in an adjustment of $5.5 million to the right-of-use asset and right-of-use operating lease liability which was recorded in November 2021. As of December 31, 2023 the remaining lease term is 3.7 years that expires on August 31, 2027. In addition to minimum lease payments, the lease requires the Company to pay associated taxes and operating costs.

The 350 Treat Building Lease is considered to be an operating lease as it does not meet the criteria of a finance lease. As of December 31, 2023, the operating lease right-of-use asset and operating lease liability were $4.5 million and $6.0 million, respectively. As of December 31, 2022, the operating lease right-of-use asset and operating lease liability were $5.6 million and $7.1 million, respectively. The discount rate used to determine the lease liability was 3.7%.

2741 16th Street Lease

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

In May 2020, the Company entered into an amendment to the 2741 16th Street Lease agreement, whereby the parties agreed to extend the term of the lease for an additional four years, restructure the monthly rent payable under the lease and provide for an additional tenant improvement allowance. The total base lease payments for the extended period of 4.0 years equals $8.5 million and the increase in total base lease payments for the lease term provided for by the original agreement is $0.7 million. The amendment resulted in an adjustment of $6.2 million to the right-of-use asset and right-of-use operating lease liability which was recorded in May 2020. As of December 31, 2023 the remaining lease term is 3.7 years that expires on August 31, 2027. In addition to minimum lease payments, the lease requires the Company to pay associated taxes and operating costs.

The 2741 16th Street Lease is considered to be an operating lease as it does not meet the criteria of a finance lease. As of December 31, 2023, the operating lease right-of-use asset and lease liability were $5.3 million and $7.1 million, respectively. As of December 31, 2022, the operating lease right-of-use asset and operating lease liability were $6.5 million and $8.7 million, respectively. The discount rate used to determine the operating lease liability was 5.25%.

5521 Hellyer Avenue Lease

As part of the Velodyne Merger, the Company assumed a long-term non-cancellable lease agreement of 5521 Hellyer Avenue (the “5521 Hellyer Avenue Lease”), which was entered into in January 2017, to lease approximately 204,000 square feet of office, research and development, manufacturing and storage space in San Jose, California.

In October 2019, as part of the second amendment to the 5521 Hellyer Avenue Lease, the lease term was extended for an additional five years ending in December 31, 2027. The total base lease payments for the extended period of 5.0 years equals $17.6 million. As of December 31, 2023, the operating lease right-of-use asset and operating lease liability were $8.4 million and $12.0 million, respectively. The discount rate used to determine the operating lease liability was 9.75%.

Other operating real estate leases

The Company has executed or assumed as lessee operating leases for rental of office space. The terms of those leases range from 1 to 3 years. The Company is obligated to make lease payments totaling approximately $0.4 million for those leases over the respective lease terms.

Total operating lease cost for the years ended December 31, 2023 and 2022 was $8.1 million and $3.9 million, which consisted of $7.4 million and $3.8 million of fixed lease expense and $0.7 million and $0.1 million of variable lease expense, respectively. Cash paid for amounts included in the measurement of lease liabilities was $7.0 million and $4.0 million for the years ended December 31, 2023 and 2022, respectively.

The maturities of the operating lease liabilities as of December 31, 2023 were as follows (in thousands):


Year ending December 31,
2024	$	7,944
2025	7,668
2026	7,688
2027	6,514

Total undiscounted lease payments	29,814
Less: imputed interest	(3,891)
Total operating lease liabilities	$	25,923

Balance Sheet Components - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying amount	$ 36,400	$ 23,400
Accumulated Amortization	(11,964)	(5,235)
Net Book Value	$ 24,436	$ 18,165
Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	3 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	8 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)		8 years
Gross Carrying amount	$ 23,500	$ 15,900
Accumulated Amortization	(5,948)	(2,318)
Net Book Value	$ 17,552	$ 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	(4,767)	(2,567)
Net Book Value	1,833	$ 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	(1,249)	(350)
Net Book Value	$ 5,051	$ 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

Warrants - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	12 Months Ended
	Feb. 10, 2023 USD ($) year $ / shares shares	Aug. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2023 year $ / shares shares	Dec. 31, 2023 USD ($) year $ / shares shares	Dec. 31, 2022 USD ($) year shares	Mar. 11, 2021 USD ($) shares
Class of Warrant or Right [Line Items]
Warrants, loss from fair value adjustment \| $				$ 49	$ (7,446)
At the Market Program
Class of Warrant or Right [Line Items]
Sale of stock, number of shares issued in transaction (in shares)				2,878,875	783,371
CLA \| Conversion Of CLA Units To Ouster Common Stock
Class of Warrant or Right [Line Items]
Number of ordinary shares called by each warrant (in shares)		1				999,999
Warrant, conversion ratio						1
CLA \| Conversion Of CLA Units To Public Warrant
Class of Warrant or Right [Line Items]
Number of ordinary shares called by each warrant (in shares)		0.5
Private Placement Warrants \| Term (years) \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| year			2.19	2.19	3.19
Private Placement Warrants \| Expected volatility \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs			0.9400	0.9400	0.7001
Private Placement Warrants \| Risk-free interest rate \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs			0.0419	0.0419	0.0439
Private Placement Warrants \| Sponsor \| 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
Private Placement Warrants \| Sponsor
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares)		600,000
Sale of warrants, price (in dollars per share) \| $ / shares		$ 10.00
Warrant, aggregated purchase price \| $		$ 6,000
Warrant, exercisable, threshold period		12 months
Warrant, expiration period		5 years
Warrants issued, exercise price (in dollars per share) \| $ / shares		$ 115.00
Warrant, fair value \| $		$ 19,400
Private Placement Warrants \| Other Income (Expense), Net \| Sponsor
Class of Warrant or Right [Line Items]
Warrants, loss from fair value adjustment \| $				$ 50	$ (7,400)
Public Warrants
Class of Warrant or Right [Line Items]
Warrant, fair value \| $						$ 17,900
Redeem of warrants, price (in dollars per share) \| $ / shares		$ 0.10
Exercise of warrant, threshold common stock price (in dollars per share) \| $ / shares		$ 180.00
Class of warrant or right, exercisable, threshold trading days		20 days
Class of warrant or right, exercisable, threshold trading-day period		30 days
Public Warrants \| 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
Public Warrants \| Velodyne Lidar, Inc.
Class of Warrant or Right [Line Items]
Warrants issued, exercise price (in dollars per share) \| $ / shares	$ 140.20
Number of ordinary shares called by each warrant (in shares)	0.06153
Redeem of warrants, price (in dollars per share) \| $ / shares	$ 0.10
Exercise of warrant, threshold common stock price (in dollars per share) \| $ / shares	$ 219.41
Class of warrant or right, exercisable, threshold trading days	20 days
Class of warrant or right, exercisable, 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]
Warrant, exercisable, threshold period		12 months
Warrant, expiration period		5 years
Warrants issued, exercise price (in dollars per share) \| $ / shares		$ 115.00
Amazon Warrant \| Velodyne Lidar, Inc.
Class of Warrant or Right [Line Items]
Business combination, consideration transferred, warrants and rights assumed \| $	$ 8,600
Amazon Warrant \| Velodyne Lidar, Inc. \| 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 Lidar, Inc. \| Expected volatility \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.537
Amazon Warrant \| Velodyne Lidar, Inc. \| 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 Lidar, Inc. \| Measurement Input, Expected Dividend Rate \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0
Amazon Warrant \| Amazoncom NV Investment Holdings LLLC \| Velodyne Lidar, Inc.
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares)	3,263,898		3,264,516	3,264,516
Warrants issued, exercise price (in dollars per share) \| $ / shares	$ 50.71		$ 50.70	$ 50.70
Number of shares issuable (in shares)			618
Class of warrant or right, vesting payments to be received \| $	$ 100,000
Warrants vested during period (in shares)				56,613
Warrant vested, noncash reduction to revenue \| $				$ 500
Amazon Warrant, Common Stock Unvested \| Amazoncom NV Investment Holdings LLLC \| Velodyne Lidar, Inc.
Class of Warrant or Right [Line Items]
Vesting schedule of warrant, percent	50.00%
Class of warrant or right, number of common shares vested (in shares)	1,330,903
Amazon Warrant, Common Stock Vested \| Velodyne Lidar, Inc.
Class of Warrant or Right [Line Items]
Business combination, consideration transferred, warrants and rights assumed \| $	$ 8,600
Amazon Warrant, Common Stock Vested \| Amazoncom NV Investment Holdings LLLC \| Velodyne Lidar, Inc.
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)			1,933,613	1,933,613

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net loss	$ (374,110)	$ (138,560)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Tax at federal statutory rate	$ (78,453)	$ (29,034)
State income taxes, net of federal benefit	30	57
Stock compensation	8,185	5,587
Foreign rate differential	99	25
Tax credits	0	(539)
Fair value changes - warrants	10	(1,564)
Goodwill impairment	35,002	0
Valuation allowance	35,856	25,666
Non-deductible expenses	(412)	78
Other	206	29
Total tax provision (benefit)	$ 523	$ 305

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

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

Loss before income taxes for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):


	Year Ended December 31,
	2023		2022
Domestic	$	(375,023)	$	(139,295)
Foreign	1,436		1,040
Total	$	(373,587)	$	(138,255)

Schedule of Components of Income Tax Provision (Benefit)

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


	Year Ended December 31,
	2023		2022
Current:
Federal	$	84	$	—
State	38		62
Foreign	372		243
Total current expense	494		305
Deferred:
Federal	—		—
State	—		—
Foreign	29		—
Total deferred (benefit) expense	29		—
Total income tax expense (benefit)	$	523	$	305

Schedule of Effective Income Tax Rate Reconciliation

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


	Year Ended December 31,
	2023		2022
Tax at federal statutory rate	$	(78,453)	$	(29,034)
State income taxes, net of federal benefit	30		57
Stock compensation	8,185		5,587
Foreign rate differential	99		25
Tax credits	—		(539)
Fair value changes - warrants	10		(1,564)
Goodwill impairment	35,002		—
Valuation allowance	35,856		25,666
Non-deductible expenses	(412)		78
Other	206		29
Total tax provision (benefit)	$	523	$	305

Schedule of Deferred Tax Assets and Liabilities

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


	Year Ended December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	222,481	$	43,990
Credits	9,863		4,828
Stock based compensation	6,359		3,653
Accruals and reserves	10,805		1,718
Deferred revenue	5,017		30
Fixed assets	2,260		2,771
Operating lease liability	9,725		3,631
Capitalized research and development expenditures	53,647		15,875
Gross deferred tax assets	320,157		76,496
Valuation allowance	(305,007)		(69,608)
Net deferred tax assets	15,150		6,888
Deferred tax liabilities:
Intangible property	(6,343)		(4,077)
Operating lease, right of use assets	(8,388)		(2,811)
Gross deferred tax liabilities	(14,731)		(6,888)
Net deferred tax assets	$	419	$	—

Schedule of Unrecognized Tax Benefits

The following table sets forth the change in the uncertain tax positions for the years ended December 31, 2023 and 2022 (in thousands):


	Year Ended December 31,
	2023		2022
Balance at the beginning of the year	$	18,812	$	18,534
Decreases:

For prior years’ tax positions	(1,958)		(64)
Increases:
For current year’s tax positions	—		320
For prior years’ tax positions	7,901		22
Balance at the end of the year	$	24,755	$	18,812

Income Taxes - Schedule of Income (Loss) before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Domestic	$ (375,023)	$ (139,295)
Foreign	1,436	1,040
Loss before income taxes	$ (373,587)	$ (138,255)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Section S99
-Paragraph 1
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-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
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-Paragraph 2
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+ Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Cash and Cash Equivalents and Short-Term Investments

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


	December 31,
	2023		2022
Cash	$	40,648	$	1,832
Cash equivalents:
Money market funds(1)	7,354		121,100
Commercial paper	2,989		—
Total cash and cash equivalents	$	50,991	$	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 $139.2 million as of December 31, 2023. Unrealized gains and losses on the Company’s short-term investments were not significant as of December 31, 2023 and therefore, the amortized cost of the Company’s short-term investments approximated their fair value.


	December 31,
	2023		2022		2021
Cash and cash equivalents	$	50,991	$	122,932	$	182,644
Restricted cash, current	552		257		977
Restricted cash, non-current	1,091		1,089		1,035
Total cash, cash equivalents and restricted cash	$	52,634	$	124,278	$	184,656

Inventory

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


	December 31,
	2023		2022
Raw materials	$	10,062	$	6,971
Work in process	75		3,857
Finished goods	13,095		8,705
Total inventory	$	23,232	$	19,533

During the years ended December 31, 2023 and 2022, $10.0 million and $1.3 million of inventory write downs were charged to cost of revenue.

Prepaid expenses and other current assets

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


	December 31,
	2023		2022
Prepaid expenses	$	5,377	$	2,502
Prepaid insurance	648		1,442
Receivable from contract manufacturers	2,028		2,526
Insurance receivable	23,375		—
Other current assets	3,219		2,073
Total prepaid and other current assets	$	34,647	$	8,543

Property and Equipment, net

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


	Estimated Useful Life (in years)	December 31,
		2023		2022
Machinery and equipment	3	$	16,535	$	8,716
Computer equipment	3	1,104		340
Automotive and vehicle hardware	5	22		93
Software	3	593		85
Furniture and fixtures	7	946		848
Construction in progress		3,572		3,448
Leasehold improvements	Shorter of useful life or lease term	10,879		9,319
		33,651		22,849
Less: Accumulated depreciation		(23,423)		(13,154)
Property and equipment, net		$	10,228	$	9,695

Depreciation expense associated with property and equipment was $10.4 million and $5.0 million in the years ended December 31, 2023 and 2022, respectively.

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


	December 31,
	2023		2022
United States	$	4,967	$	5,295
Thailand	2,733		2,481
France	2,416		1,750
Others	112		169
Total	$	10,228	$	9,695

Goodwill and Acquired Intangible Assets, Net

In the first quarter of 2023, the Company completed the acquisition of Velodyne. The transaction has been accounted for as a business combination. The Company acquired Velodyne for the price of $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. Goodwill represents the excess of the purchase price over the preliminary estimated fair values of the identifiable assets and assumed liabilities acquired and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition. Goodwill is not deductible for tax purposes.

The following table presents goodwill activity (in thousands):


	Goodwill


December 31, 2022	$	51,152
Goodwill addition related to Velodyne Merger	115,523
Goodwill impairment charges	(166,675)
December 31, 2023	$	—

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. In 2023 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 and June 30, 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 and June 30, 2023. In connection with the Company’s interim goodwill impairment assessments the Company recorded goodwill impairment charges of approximately $99.4 million in the three months ended March 31, 2023 and $67.3 million in the three months ended June 30, 2023. 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 December 31, 2023, remaining goodwill balance was nil. No goodwill impairment charges were recognized during the year ended December 31, 2022.

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


		December 31, 2023
	Estimated Useful Life (in years)	Gross Carrying amount		Accumulated Amortization		Net Book Value
Developed technology	3 - 8	$	23,500	$	(5,948)	$	17,552
Vendor relationship	3	6,600		(4,767)		1,833
Customer relationships	3 - 8	6,300		(1,249)		5,051
Intangible assets, net		$	36,400	$	(11,964)	$	24,436


		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 $6.7 million and $4.5 million in the years ended December 31, 2023 and 2022, respectively.

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


Years:	Amount
2024	6,604
2025	4,514
2026	3,776
2027	3,682
2028	2,779
Thereafter	3,081
Total	$	24,436

Product Warranties

The following table reflects the activity in accrued warranty cost (in thousands):


	December 31,
	2023		2022
Beginning balance	$	2,096	$	983
Additions from acquisitions	802		—
Warranty expenditures	(2,820)		(1,702)
Increase to warranty accrual	3,583		2,815
Ending balance	$	3,661	$	2,096

Accrued and Other Current Liabilities

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


	December 31,
	2023		2022
Uninvoiced receipts	$	12,980	$	10,727
Accrued compensation	6,387		3,758
Accrued legal contingencies	27,500		—


Sales and use taxes	2,667		403
Other	8,632		2,183
Total accrued and other current liabilities	$	58,166	$	17,071

Debt	12 Months Ended
Debt	Dec. 31, 2023
Debt Disclosure [Abstract]
Debt	Note 6. Debt Loan and Security Agreement On April 29, 2022 the Company entered into a Loan Agreement with Hercules Capital, Inc. (“Hercules”) (as amended, the “Loan Agreement”). The Loan Agreement provided 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. The Loan Agreement included a minimum liquidity financial covenant whereby the Company was required to 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 amended 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 bore 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 included covenants, limitations, and events of default customary for similar facilities. In connection with the Loan Agreement, the Company paid the lender a cash facility and legal fees of $0.6 million and incurred debt issuance costs to third parties that were directly related to issuing debt in the amount of $0.3 million. The effective interest rate on this debt was 17.90% after giving effect to the debt discount, debt issuance costs and the end of term charge. Amortization expense included in the interest expense related to debt discount and debt issuance costs of the Loan Agreement was not material for the year ended December 31, 2023. Prior to repayment of the Loan Agreement, interest on amounts borrowed was 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 achieved certain equity proceeds, revenue or profit targets for the twelve-month period ending December 31, 2023, then the Amortization Date would have been extended to the Maturity Date. The entire principal balance and all accrued but unpaid interest were to 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 were paid and the date on which such obligations became due and payable, the Company was 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 was permitted to 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 was prepaid in any of the first 12 months following the Closing Date, 1.50%, if such advance was prepaid after 12 months but prior to 24 months following the Closing Date, and 1.0%, if such advance was prepaid anytime thereafter. On October 25, 2023, the Loan Agreement was repaid with proceeds of the loans drawn under the Credit Agreement (as defined below) with UBS Bank USA and UBS Financial Services Inc. resulting in a loss on extinguishment of debt of $3.6 million and recorded it as interest expense in its consolidated statements of operations and comprehensive loss for the twelve months ended December 31, 2023. Revolving Credit On October 25, 2023, the Company entered into the Credit Line Account Application and Agreement for Organizations and Businesses (the “Credit Agreement”) and the Addendum to Credit Line Account Application and Agreement (the “Addendum”; and the Credit Agreement as amended, modified, and/or supplemented by the Addendum, the “UBS Agreement”) by and among the Company, UBS Bank USA (the “Bank”), and UBS Financial Services Inc. The facility under the UBS Agreement matures and terminates on August 2, 2025 (the “Maturity Date”). The UBS Agreement provides the Company with a revolving credit line of up to $45.0 million, subject to certain terms and conditions. The Company borrowed $44.0 million on October 25, 2023, and all of the proceeds were used to prepay and terminate the Company’s Loan Agreement on October 25, 2023. The Company recognized constructive financing cash outflows and financing cash inflows on the statement of cash flows of $44.0 million, respectively, even though no funds were actually paid or received. Pursuant to the terms of the UBS Agreement, the Company has agreed to maintain minimum liquidity, that can be comprised of unencumbered cash and cash equivalents, U.S. treasuries and other assets acceptable to the Bank, of $52.0 million in an account maintained with the Bank or its affiliates at all times. As of December 31, 2023, the Company is in compliance with this minimum liquidity requirement within the loan agreement. Loans under the UBS Agreement bear interest at a rate equal to (x) for variable rate loans, the sum of (i) the applicable SOFR average plus 0.110%, plus (ii) 1.20%, and (y) for fixed rate loans, the sum of either (1) CME Term Rate or (2) the U.S. Treasury Rate, as applicable and as defined in the UBS Agreement, as determined based on the duration of the advance, plus the applicable liquidity premium with a range of 0.15% to 0.50%, as set forth in the UBS Agreement. Interest payments are due (x) for variable rate loans, on the last day of each calendar month, and on each date that any portion of the principal amount is due, including on the Maturity Date, and (y) for fixed rate loans, on the last day of the applicable interest period, and on each date that any portion of the principal amount is due, including on the Maturity Date. The Company may repay any variable rate loans at any time in whole or in part, without penalty. The Company may repay any fixed rate loans in whole, but not in part, subject to certain breakage costs. The Company has agreed to pay an unused line fee in an amount equal to (i) the commitment amount of $45.0 million less the average daily balance of the sum of the principal amount of the obligations outstanding during the preceding calendar quarter, multiplied by (ii) 0.50% per annum, and such unused line fee is payable quarterly in arrears on the last day of each calendar quarter. The UBS Agreement also contains affirmative and negative covenants customary for a credit line of this type, including requirements for maintenance of the collateral accounts and certain limitations on withdrawal of cash from such collateral accounts. The UBS Agreement also provides for customary events of default, including, among others, non-payment, failure to maintain an amount equal to the greater of (x) the outstanding loans and (y) the collateral value as determined by the Bank, in the securities accounts maintained with the Bank, bankruptcy, or breach of a covenant, representation and warranty.

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income taxes

Loss before income taxes for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):


	Year Ended December 31,
	2023		2022
Domestic	$	(375,023)	$	(139,295)
Foreign	1,436		1,040
Total	$	(373,587)	$	(138,255)

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


	Year Ended December 31,
	2023		2022
Current:
Federal	$	84	$	—
State	38		62
Foreign	372		243
Total current expense	494		305
Deferred:
Federal	—		—
State	—		—
Foreign	29		—
Total deferred (benefit) expense	29		—
Total income tax expense (benefit)	$	523	$	305

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


	Year Ended December 31,
	2023		2022
Tax at federal statutory rate	$	(78,453)	$	(29,034)
State income taxes, net of federal benefit	30		57
Stock compensation	8,185		5,587
Foreign rate differential	99		25
Tax credits	—		(539)
Fair value changes - warrants	10		(1,564)
Goodwill impairment	35,002		—
Valuation allowance	35,856		25,666
Non-deductible expenses	(412)		78
Other	206		29
Total tax provision (benefit)	$	523	$	305

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


	Year Ended December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	222,481	$	43,990
Credits	9,863		4,828
Stock based compensation	6,359		3,653
Accruals and reserves	10,805		1,718
Deferred revenue	5,017		30
Fixed assets	2,260		2,771
Operating lease liability	9,725		3,631
Capitalized research and development expenditures	53,647		15,875
Gross deferred tax assets	320,157		76,496
Valuation allowance	(305,007)		(69,608)
Net deferred tax assets	15,150		6,888
Deferred tax liabilities:
Intangible property	(6,343)		(4,077)
Operating lease, right of use assets	(8,388)		(2,811)
Gross deferred tax liabilities	(14,731)		(6,888)
Net deferred tax assets	$	419	$	—

The Company has established a full valuation allowance of $305.0 million and $69.6 million for the years ended December 31, 2023 and 2022, respectively, against its U.S. Federal and state deferred tax assets. The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Due to the history of losses the Company has generated in the past, the Company believes that it is not more likely than not that all of its U.S. Federal and state deferred tax assets can be realized as of December 31, 2023.

The valuation allowance on the Company’s net deferred taxes increased by $235.4 million and $22.2 million during the years ended December 31, 2023 and 2022, respectively. The increase in valuation allowance is primarily attributable to the generation of net operating losses and capitalization of research and development expenditures.

As of December 31, 2023, the Company had federal net operating loss carryforwards and state net operating loss carryforwards of approximately $844.3 million and $354.1 million, respectively. As of December 31, 2023, federal net operating loss carryforwards generated after December 31, 2017 will be carried forward indefinitely and the state net operating loss carryforward begins expiring in 2028 through 2043. As of December 31, 2023, the amount of federal net operating loss that does not expire is $835.8 million.

As of December 31, 2023, the Company had federal and state research and development credit carryforwards of approximately $5.0 million and $12.8 million, respectively. As of December 31, 2023 the federal credits will expire starting in 2035, if not utilized and state credits carryforward indefinitely.

The Tax Reform Act of 1986 and similar state legislation impose substantial restrictions on the utilization of the net operating losses and tax credit carryforwards in the event there is a change in ownership as provided by Section 382 and Section 383 of the Internal Revenue Code and similar state provisions. We have completed an analysis of Section 382 ownership changes in our stock through February 10, 2023 and have concluded that we have experienced ownership changes that will result in limitations in our ability to use certain of our tax credit carryforwards. The Company may experience ownership changes in the future as a result of future transactions in our stock. If it is determined that we undergo one or more ownership changes in the future, then our ability to utilize our U.S. Federal and state net operating loss carryforwards or other tax attributes may be limited or eliminated.

The balance of gross unrecognized tax benefits as of December 31, 2023, and 2022 was $24.8 million and $18.8 million, respectively. Out of the total unrecognized tax benefits, $0.5 million at December 31, 2023, if recognized, would impact our effective tax rate in the period of recognition. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2023 and 2022, the Company has accrued immaterial interest and penalties related to uncertain tax positions. The following table sets forth the change in the uncertain tax positions for the years ended December 31, 2023 and 2022 (in thousands):


	Year Ended December 31,
	2023		2022
Balance at the beginning of the year	$	18,812	$	18,534
Decreases:

For prior years’ tax positions	(1,958)		(64)
Increases:
For current year’s tax positions	—		320
For prior years’ tax positions	7,901		22
Balance at the end of the year	$	24,755	$	18,812

The Company files income tax returns in the U.S. for Federal, California, and other US states, as well as miscellaneous foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. The earliest year open for examination is the 2016 tax year. The Company’s 2017 and 2018 tax years are currently under IRS examination. The Company believes that an adequate provision has been made for any adjustments that may result from the tax examination. Although the timing of the resolution, settlement, and closure of the examination is not certain, the Company does not believe it is reasonably possible that the Company’s unrecognized tax benefits will materially change in the next 12 months. All of the net operating losses and research and development credit carry-forwards that may be used in future years are still subject to inquiry given that the statute of limitation for these items would begin in the year of the utilization.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Balance Sheet Components - Schedule of Cash and Cash Equivalents and Short-Term Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Line Items]
Cash	$ 40,648	$ 1,832
Total cash and cash equivalents	50,991	122,932	$ 182,644
Money market funds
Cash and Cash Equivalents [Line Items]
Cash equivalents	7,354	121,100
Commercial paper
Cash and Cash Equivalents [Line Items]
Cash equivalents	$ 2,989	$ 0

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted-average remaining lease term	3 years 10 months 2 days	4 years 6 months 7 days
Weighted-average discount rate	6.83%	4.66%

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On March 13, 2024, the parties to the previously disclosed securities class action lawsuit entitled Moradpour v. Velodyne Lidar, Inc., et al., No. 3:21-cv01486-SI (N.D. Cal.) filed a stipulation of settlement to settle this lawsuit, without any admission or concession of wrongdoing or liability by Velodyne or the individual defendants. The settlement is subject to, among other things, final documentation and court approval. Defendants entered into the proposed settlement to eliminate the uncertainty, burden, distraction, and expense of further protracted litigation. Defendants continue to deny all claims and allegations in the litigation, including but not limited to any claims of wrongdoing or impropriety, and the proposed settlement does not constitute, contain or reflect any admission of wrongdoing or liability by Velodyne, the individual defendants, or Ouster. The proposed settlement provides for a payment of $27.5 million, of which the Company expects approximately $23.4 million to be funded by insurance proceeds. See Note 9. Commitments and Contingencies for additional information regarding the settlement.

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) segment day $ / shares	Dec. 31, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Number of reportable segments \| segment	1
Number of operating segments \| segment	1
Cost to obtain a contract	$ 5.0	$ 2.9
Number of business days before notice \| day	3
Cash, cash equivalents, and restricted cash, insured amount	$ 184.8	123.5
Cash, cash equivalents, and restricted cash, uninsured amount	$ 7.0	$ 0.8
Threshold period past due	90 days
Expected dividend yield	0.00%
Private Placement Warrants
Disaggregation of Revenue [Line Items]
Class of warrant or right, redemption terms, threshold common stock price (in dollars per share) \| $ / shares	$ 180.00
Number of consecutive trading days	20 days
Number of trading-day period	30 days
Minimum
Disaggregation of Revenue [Line Items]
Product warranty, term	1 year
Estimated Useful Life (in years)	3 years
Maximum
Disaggregation of Revenue [Line Items]
Product warranty, term	2 years
Estimated Useful Life (in years)	8 years
Accounts Payable \| Supplier Concentration Risk \| Supplier B
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	44.00%	39.00%
Accounts Payable \| Supplier Concentration Risk \| One Professional Service Vendor
Disaggregation of Revenue [Line Items]
Concentration risk, percentage		14.00%

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation

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


	Year Ended December 31,
	2023		2022
Cost of revenue	$	2,854	$	783
Research and development	24,551		14,611
Sales and marketing	9,966		7,065
General and administrative	20,354		10,862
Total stock-based compensation	$	57,725	$	33,321

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


	Year Ended December 31,
	2023		2022
RSUs	$	43,772	$	24,236
Stock Options	7,292		8,851
Employee stock purchase plan	1,476		220
RSAs	5,185		14
Total stock-based compensation	$	57,725	$	33,321

Schedule of Stock Option Activity

Stock option activity for the years ended December 31, 2023 and 2022 is as follows:


	Number of Shares Underlying Outstanding Options	Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value





Outstanding—January 1, 2022	2,412,910	$	10.10	8.6	$	100,992
Options exercised	(213,318)	2.00			4,639
Options cancelled	(98,055)	28.60			1,015
Outstanding—December 31, 2022	2,101,536	$	10.12	7.7	$	8,285
Options exercised	(142,117)	1.94			617
Options cancelled	(87,770)	82.17			58
Outstanding—December 31, 2023	1,871,649	$	7.36	6.7	$	6,191
Vested and expected to vest—December 31, 2023	1,871,649	$	7.36	6.7	$	6,191
Exercisable—December 31, 2023	1,528,830	$	7.26	6.7	$	5,160

Schedule of Stock Options Outstanding and Exercisable

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


		Options Outstanding
Exercise Price		Options Outstanding	Weighted Average Remaining Contractual Life (Years)	Options Exercisable
$	1.85	274,431	6.6	255,051
$	2.13	829,595	6.8	663,843
$	14.22	752,408	6.8	595,653
$	52.40	15,215	5.2	14,283

		1,871,649		1,528,830

Schedule of RSUs and RSA Activity

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


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—January 1, 2022	932,657	$	78.22
Granted during the year	1,571,079	27.41
Canceled during the year	(407,307)	56.01
Vested during the year	(445,614)	61.60
Unvested—December 31, 2022	1,650,815	$	39.83
Granted during the year	3,976,916	$	9.05
Canceled during the year	(793,135)	$	21.24
Vested during the year	(1,759,657)	$	25.18
Unvested—December 31, 2023	3,074,939	$	13.19

A summary of RSA activity is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—December 31, 2022	—	$	—
Granted	732,110	15.30
Vested	(351,727)	15.30
Unvested—December 31, 2023	380,383	$	15.30

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

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):


	Year Ended December 31,
	2023		2022
Americas	$	45,744	$	15,977
Asia-Pacific	12,929		9,510
Europe, Middle East and Africa	24,606		15,542
Total	$	83,279	$	41,029

Schedules of Concentration of Risk

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


	December 31,
	2023		2022
Customer A	42	%	—	%
Customer B	12	%	—	%

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


	Year Ended December 31,
	2023		2022
Supplier A	11	%	—	%
Supplier B	17	%	28	%

Country that accounted for more than 10% of revenue was as follows:


	Year Ended December 31,
	2023		2022

United States	53	%	36	%

Schedule of Remaining Performance Obligations


	December 31, 2023		December 31, 2022

Contract liabilities, current
Deferred revenues from multi-year licensing contracts	$	4,723	$	—
Other contract liabilities	8,162		402

Contract liabilities, long-term portion
Deferred revenues from multi-year licensing contracts	$	3,997	$	—
Other contract liabilities	970		342
Total contract liabilities	$	17,852	$	744


	Contract Liabilities
Ending balance as of December 31, 2021	$	280
Net revenue deferred in the period	621
Revenue recognized that was included in the contract liability balance at the beginning of the period	(157)
Ending balance as of December 31, 2022	744
Contract liabilities acquired in the Velodyne Merger	8,384
Net revenue deferred in the period	9,126
Revenue recognized that was included in the contract liability balance at the beginning of the period	(402)
Ending balance as of December 31, 2023	$	17,852

Warrants

12 Months Ended

Dec. 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 Colonnade 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 of a 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 initially recognized as a liability at a fair value of $19.4 million and the private placement warrant liability was remeasured to fair value as of December 31, 2023 and 2022, resulting in a loss of $0.05 million and $7.4 million in the years ended December 31, 2023 and 2022, respectively, classified within other income (expense), net in the consolidated statements of operations and comprehensive loss.

The private placement warrant was valued using the following assumptions under the Black-Scholes option-pricing model:


	December 31, 2023			December 31, 2022
Stock price	$	7.67		$	8.60
Exercise price of warrant	$	115.00		$	115.00
Term (years)	2.19			3.19
Expected volatility	94.00		%	70.01		%
Risk-free interest rate	4.19		%	4.39		%

Public Warrants

CLA, in its IPO in August 2020, issued 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 expire five years from the completion of the Merger, or earlier upon redemption or liquidation. On March 11, 2021, upon the closing of the Colonnade Merger each of the 999,999 outstanding warrants, as adjusted for any fractional warrants that were not issued upon separation, was converted automatically into a redeemable Public warrant to purchase one share of the Company’s common stock. As adjusted for the Reverse Stock Split, each 10 Public warrants is exercisable for one 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 assumed 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 expire 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. The Velodyne Public warrants were recognized as equity upon the Velodyne Merger.

Amazon Warrant

On February 10, 2023, as part of the 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 the Company makes certain sales of common stock (or securities exercisable or convertible into or exchangeable for shares of the Company’s common stock) at a price less than the exercise price of the Amazon Warrant. As a result of the issuance and sale by the Company of an additional 2,878,875 shares of common stock in the twelve months ended December 31, 2023 pursuant to the At-Market-Issuance Sales Agreement at prices below the exercise price of the Amazon Warrant, an antidilution adjustment to the terms of the Amazon Warrant occurred (see Note 11), resulting in the increase in the number of shares issuable under the Amazon Warrant by 618 shares of common stock and a reduction to the original strike price of the Amazon Warrant to $50.70 per share. As of December 31, 2023, there were 3,264,516 shares of common stock issuable under the Amazon Warrant.

The Amazon Warrant is subject to vesting. As a result of the Velodyne Merger, 50% of the unvested Amazon Warrant as of the date of the Velodyne Merger have vested 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 vested portion of the Amazon Warrant, 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 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 fair value of the unvested Amazon Warrant, representing 1,330,903 unvested Ouster common stock shares will be recognized as a non-cash stock-based reduction to revenue when Amazon makes payments and vesting conditions become probable of being achieved.

For the year ended December 31, 2023, 56,613 Amazon Warrant shares vested and the Company recognized non-cash stock-based reduction to revenue of $0.5 million.

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 traded stock 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.

As of December 31, 2023, 1,933,613 Amazon Warrant shares have vested.