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Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
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 unaudited condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023. The outstanding amount of the letters of credit was $1.4 million and $1.4 million as of September 30, 2024 and December 31, 2023, respectively. 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 any 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. After multiple motions to dismiss, 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. On March 13, 2024, the parties to the consolidated securities class action lawsuit filed a stipulation of settlement to settle this lawsuit, without any admission or concession of wrongdoing or liability by Velodyne or the individual defendants. On April 19, 2024, the court preliminarily approved the settlement that provides for a payment of $27.5 million, of which $23.4 million was funded by insurance proceeds. On August 19, 2024, the court issued final judgment approving the settlement and ordered dismissal. The Company had accrued for and recorded the entire amount of this $27.5 million settlement liability and had 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 receivable 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 settlement charge of $4.1 million was paid in June 2024. As a result of the court approving the settlement on August 19, 2024, the Company derecognized the related liability and receivable in the amount of $23.4 million. 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 to 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 set the arbitration hearing for February 3, 2025. 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 prior 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.) (dismissed on November 7, 2023). On November 21, 2023, Velodyne denied all allegations. The 2023 Hall Matter is now set for trial on April 8, 2025. The Company does not believe the claims are meritorious and intends to defend the action vigorously. 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 (one of which has since been dismissed without prejudice), 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 court has set trial for July 14, 2025. The Company does not believe the claims are meritorious and intends to defend the action vigorously. Ouster Litigation On June 10, 2021, the Company received a letter from the SEC notifying the Company 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 (see In the Matter of Certain LiDAR (Light Detection and Ranging) Systems and Components Thereof, 337-TA-1363). 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 (“ALJ”) issued a procedural schedule whereby the evidentiary hearing was 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 alleged that the Company is bound to the 2020 Settlement Agreement as a result of the Company’s merger with Velodyne in 2023. The Company 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 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 arbitrators should decide whether 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. 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 aforementioned 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 a stay of 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 Lidar, Inc., 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 Lidar, Inc. as a result of the Company’s 2023 merger with Velodyne Lidar, Inc. 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. The arbitration hearing date is set for November 18, 2024. 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 provided preliminary responses to those petitions in late December 2023 and early January 2024. On March 19, 2024, March 28, 2024, and April 1, 2024, the PTAB issued decisions to institute inter partes review for four of the five patents and declined to institute review of the fifth patent. The case numbers and patents for the four matters in which review has been instituted, and the corresponding hearing dates, are: IPR2023-01421 (Patent No. 11,175,405), hearing date of December 17, 2024; IPR2023-01422 (Patent No. 11,287,515), hearing date of December 17, 2024; IPR2023-01456 (Patent No. 11,178,381), hearing date of January 13, 2025; and IPR2023-01457 (Patent No. 11,190,750), hearing date of January 13, 2025. The matter that was not instituted was IPR2023-01458, involving Patent No. 11,422,236, but on July 25, 2024, the Director of the United States Patent and Trademark Office remanded to the PTAB for further review of its decision not to institute. Other than as set forth above, as of September 30, 2024 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. 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.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedules of Concentration of Credit Risk

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


	September 30, 2024		December 31, 2023
Customer A	31	%	42	%
Customer B	*		12	%
Customer D	14	%	—	%
Customer E	12	%	—	%

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Customer E	20	%	16	%	16	%	*
Customer F	*		11	%	*		*
Customer D	12	%	*		*		*
Customer G	12	%	*		*		*

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Supplier A	15	%	15	%	17	%	12	%
Supplier B	22	%	18	%	22	%	20	%

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


	September 30, 2024		December 31, 2023
Supplier A	21	%	*
Supplier B	57	%	44	%

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

Commitments and Contingencies (Details) $ in Thousands	1 Months Ended	12 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2024 USD ($)	Apr. 01, 2024 patent	Mar. 28, 2024 patent	Mar. 19, 2024 patent	Mar. 13, 2024 USD ($)	Aug. 25, 2023 director entity	Mar. 19, 2021 director entity
Loss Contingencies [Line Items]
Outstanding letter of credit		$ 1,400	$ 1,400
Insurance receivable		23,375	$ 0
Hesai Photonics
Loss Contingencies [Line Items]
Number of patents under review \| patent				4	4	4
Number of patents \| patent				5	5	5
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
Moradpour v. Velodyne Lidar, Inc., et al.
Loss Contingencies [Line Items]
Payment of litigation settlement, estimated amount							$ 27,500
Estimated funds from insurance proceeds							$ 23,400
Litigation settlement, estimated payable		27,500
Insurance receivable		23,400
Settlement expense	$ 4,100	$ 4,100
Payments for legal settlements	$ 4,100
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

Stock-based Compensation - Schedule of Nonvested Restricted Stock Awards Activity (Details) - Restricted Stock	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Number of Shares
Restricted stock awards, beginning balance (in shares) \| shares	380,383
Granted (in shares) \| shares	533,601
Canceled (in shares) \| shares	0
Vested (in shares) \| shares	(189,049)
Restricted stock awards, ending balance (in shares) \| shares	724,935
Weighted Average Grant Date Fair Value (per share)
Beginning balance (in dollars per share) \| $ / shares	$ 15.30
Granted (in dollars per share) \| $ / shares	7.94
Canceled (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	12.66
Ending balance (in dollars per share) \| $ / shares	$ 10.57

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) $ in Thousands	3 Months Ended
	Sep. 30, 2023 USD ($)
Statement of Stockholders' Equity [Abstract]
Commissions and fees	$ 122
Issuance cost	$ 329

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (25,590)	$ (23,869)	$ (23,849)	$ (35,102)	$ (122,733)	$ (177,280)	$ (73,308)	$ (335,115)

- Definition

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

+ References

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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Common Stock (Details) $ / shares in Units, $ in Thousands	3 Months Ended				9 Months Ended		29 Months Ended
Common Stock (Details) $ / shares in Units, $ in Thousands	Sep. 30, 2024 USD ($) vote $ / shares shares	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) vote $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) vote $ / shares shares	Dec. 31, 2023 $ / shares shares	Apr. 29, 2022 USD ($)
Class of Stock [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001				$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001				$ 0.0001		$ 0.0001
Common stock, shares authorized (in shares) \| shares	100,000,000				100,000,000		100,000,000	100,000,000
Preferred stock, shares authorized (in shares) \| shares	100,000,000				100,000,000		100,000,000
Common stock, voting rights, number of votes per share \| vote	1				1		1
Proceeds from the issuance of common stock under at-the-market offering, net of commissions and fees					$ 33,792	$ 2,936
Commissions and fees	$ 551	$ 492	$ 72	$ 122	$ 1,300
At the Market Program
Class of Stock [Line Items]
Sale of stock, authorized amount									$ 150,000
Sale of stock, number of shares issued in transaction (in shares) \| shares	1,649,310				3,482,181		7,144,427
Sale of stock, weighted-average price (in dollars per share) \| $ / shares	$ 8.67				$ 9.34		$ 9.05
Proceeds from the issuance of common stock under at-the-market offering, net of commissions and fees	$ 14,300				$ 32,500		$ 64,700
Proceeds from issuance of common stock							66,700
Sale of stock, remaining authorized amount	$ 83,300				$ 83,300		$ 83,300

Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Total Purchase \| Supplier Concentration Risk \| Supplier A
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)	15.00%	15.00%	17.00%	12.00%
Total Purchase \| Supplier Concentration Risk \| Supplier B
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)	22.00%	18.00%	22.00%	20.00%
Accounts Payable \| Supplier Concentration Risk \| Supplier A
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)			21.00%		10.00%
Accounts Payable \| Supplier Concentration Risk \| Supplier B
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)			57.00%		44.00%
Customer A \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)			31.00%		42.00%
Customer B \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)					12.00%
Customer D \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)			14.00%		0.00%
Customer D \| Revenue \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)	12.00%
Customer E \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)			12.00%		0.00%
Customer E \| Revenue \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)	20.00%	16.00%	16.00%	10.00%
Customer F \| Revenue \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)		11.00%		10.00%
Customer G \| Revenue \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage (less than 10% where indicated)	12.00%

Revenue - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Contract liabilities, current
Deferred revenues from licensing arrangements	$ 7,080	$ 4,723
Other contract liabilities	15,041	8,162
Contract liabilities, non-current portion
Deferred revenues from licensing arrangements	1,639	3,997
Other contract liabilities	1,717	970
Total contract liabilities	$ 25,477	$ 17,852	$ 14,690	$ 744

Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	11,984,628	10,523,880
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)	1,774,234	1,932,947
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)	5,233,635	5,231,417
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)	3,571,919	2,084,476
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)	0	23,958
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)	679,905	869,260
Restricted Stock Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	724,935	381,822

Net Loss Per Common Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Common Share

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(25,590)	$	(35,102)	$	(73,308)	$	(335,115)
Denominator:
Weighted average shares used to compute basic and diluted net loss per share	47,684,363		39,228,118		45,287,763		35,670,408
Net loss per common share—basic and diluted	$	(0.54)	$	(0.89)	$	(1.62)	$	(9.39)

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

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


	September 30,
	2024	2023
Options to purchase common stock	1,774,234	1,932,947
Public and private common stock warrants	5,233,635	5,231,417
Restricted Stock Units	3,571,919	2,084,476
Unvested early exercised common stock options	—	23,958
ESPP shares pending issuance	679,905	869,260
Restricted Stock Awards	724,935	381,822

Total	11,984,628	10,523,880

Fair Value of Financial Instruments - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details) - Private Placement Warrant Liability - Level 3 - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 229	$ 180
Change in the fair value included in other income, net	(191)	(67)
Fair value, ending balance	$ 38	$ 113

Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 28,075	$ 22,209	$ 81,009	$ 58,835
Americas
Disaggregation of Revenue [Line Items]
Revenue	17,267	13,317	41,461	35,204
Asia and Pacific
Disaggregation of Revenue [Line Items]
Revenue	4,271	2,325	14,986	5,994
Europe, Middle East and Africa
Disaggregation of Revenue [Line Items]
Revenue	$ 6,537	$ 6,567	$ 24,562	$ 17,637

- 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 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 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-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 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-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 6: 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 7: 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 8: 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 9: 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 10: 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 11: 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 12: 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 13: 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

Warrants

9 Months Ended

Sep. 30, 2024

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 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 September 30, 2024 and 2023, resulting in an immaterial charge for the three and nine months ended September 30, 2024 and 2023, respectively, classified within other income, net in the unaudited condensed consolidated statements of operations and comprehensive loss.

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


	September 30, 2024			December 31, 2023			September 30, 2023
Stock price	$	6.30		$	7.67		$	5.04
Exercise price of warrant	$	115.00		$	115.00		$	115.00
Expected term (years)	1.4			2.2			2.4
Expected volatility	97.00		%	94.00		%	93.00		%
Risk-free interest rate	3.84		%	4.19		%	4.93		%

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.com 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 1,649,310 shares of common stock in the three months ended September 30, 2024 pursuant to the At-Market-Issuance Sales Agreement at prices below the exercise price of the Amazon Warrant, an antidilution adjustment was made in accordance to the terms of the Amazon Warrant agreement (see Note 9), resulting in the increase in the number of shares issuable under the Amazon Warrant by 121 shares of common stock and no change to the strike price of the Amazon Warrant. As of September 30, 2024, there were 3,266,237 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 1,219,235 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.

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.

In the three months ended September 30, 2024, 56,709 Amazon Warrant shares vested. As of September 30, 2024, there were 2,103,590 Amazon Warrant shares vested.

Warrants - Schedule of Fair Value Measurement Inputs of Private Placement Warrants (Details) - Valuation Technique, Option Pricing Model - Private Placement Warrants	Sep. 30, 2024 $ / shares year	Dec. 31, 2023 $ / shares year	Sep. 30, 2023 $ / shares year
Stock price
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	6.30	7.67	5.04
Exercise price of warrant
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	115.00	115.00	115.00
Expected term (years)
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| year	1.4	2.2	2.4
Expected volatility
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.9700	0.9400	0.9300
Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.0384	0.0419	0.0493

Net Loss Per Common Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Net Loss Per Common Share, Basic and Diluted

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(25,590)	$	(35,102)	$	(73,308)	$	(335,115)
Denominator:
Weighted average shares used to compute basic and diluted net loss per share	47,684,363		39,228,118		45,287,763		35,670,408
Net loss per common share—basic and diluted	$	(0.54)	$	(0.89)	$	(1.62)	$	(9.39)

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


	September 30,
	2024	2023
Options to purchase common stock	1,774,234	1,932,947
Public and private common stock warrants	5,233,635	5,231,417
Restricted Stock Units	3,571,919	2,084,476
Unvested early exercised common stock options	—	23,958
ESPP shares pending issuance	679,905	869,260
Restricted Stock Awards	724,935	381,822

Total	11,984,628	10,523,880

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Cash and Cash Equivalents

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


	September 30, 2024		December 31, 2023
Cash	$	27,345	$	40,648
Cash equivalents:
Money market funds(1)	17,043		7,354
Commercial paper	—		2,989
Total cash and cash equivalents	$	44,388	$	50,991

(1)The Company maintains a cash sweep account, which is included in money market funds as of September 30, 2024 and December 31, 2023. 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 unaudited condensed consolidated balance sheets to the amounts reported in the unaudited condensed consolidated statements of cash flows (in thousands):


	September 30, 2024		September 30, 2023
Cash and cash equivalents	$	44,388	$	75,585
Restricted cash, current	439		540
Restricted cash, non-current	1,892		1,090
Total cash, cash equivalents and restricted cash	$	46,719	$	77,215

Schedule of Inventory

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


	September 30, 2024		December 31, 2023
Raw materials	$	5,248	$	10,062
Work in process	63		75
Finished goods	13,314		13,095
Total inventory	$	18,625	$	23,232

Schedule of Prepaid Expenses and Other Current Assets

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


	September 30, 2024		December 31, 2023
Prepaid expenses	$	5,671	$	5,377
Prepaid insurance	1,291		648
Receivable from contract manufacturer	2,190		2,028
Insurance receivable	—		23,375
Other current assets	2,100		3,219
Total prepaid expenses and other current assets	$	11,252	$	34,647

Schedule of Property, Plant and Equipment

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


	Estimated Useful Life (in years)	September 30, 2024		December 31, 2023
Machinery and equipment	3	$	12,029	$	16,535
Computer equipment	3	525		1,104
Automotive and vehicle hardware	5	93		22
Software	3	589		593
Furniture and fixtures	7	850		946
Construction in progress		5,112		3,572
Leasehold improvements	Shorter of useful life or lease term	10,910		10,879
		30,108		33,651
Less: Accumulated depreciation		(21,272)		(23,423)
Property and equipment, net		$	8,836	$	10,228

Schedule of Finite-Lived Intangible Assets

The following tables present acquired intangible assets, net as of September 30, 2024 and December 31, 2023 (in thousands):


		September 30, 2024
	Estimated Useful Life (in years)	Gross Carrying amount		Accumulated Amortization		Net Book Value
Developed technology	3-8	$	23,500	$	(8,831)	$	14,669
Vendor relationship	3	6,600		(6,417)		183
Customer relationships	3-8	6,300		(1,980)		4,320
Intangible assets, net		$	36,400	$	(17,228)	$	19,172


		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

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

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


Years:	Amount
2024 (the remainder of 2024)	$	1,342
2025	4,513
2026	3,774
2027	3,682
2028	2,779
Thereafter	3,082
Total	$	19,172

Schedule of Accrued and Other Current Liabilities

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


	September 30, 2024		December 31, 2023
Accrued legal fees and contingencies	$	6,006	$	28,415
Uninvoiced receipts	4,591		12,980
Accrued compensation	6,330		6,387
Sales and use tax	2,651		2,667
Other	9,329		7,717
Total accrued and other current liabilities	$	28,907	$	58,166

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

During the nine months ended September 30, 2024, there were no significant changes to the Company’s significant accounting policies as disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024. The Company has consistently applied the accounting policies to all periods presented in these unaudited condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

The Company considers the applicability and impact of all Accounting Standards Update (“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 unaudited condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. This guidance requires additional disclosure of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments and accounts receivable. Although the Company deposits its cash, cash equivalents, restricted cash and short-term investments with financial institutions that Company believes are of high credit quality, its deposits, at times, may exceed federally insured limits. As of September 30, 2024 and December 31, 2023, the Company had cash, cash equivalents, short-term investments and restricted cash with financial institutions in the U.S. of $137.9 million and $184.8 million, respectively. As of September 30, 2024 and December 31, 2023, the Company also had cash with financial institutions in countries other than the U.S. of approximately $15.9 million and $7.0 million, respectively.

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 and unbilled receivable was as follows:


	September 30, 2024		December 31, 2023
Customer A	31	%	42	%
Customer B	*		12	%
Customer D	14	%	—	%
Customer E	12	%	—	%

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Customer E	20	%	16	%	16	%	*
Customer F	*		11	%	*		*
Customer D	12	%	*		*		*
Customer G	12	%	*		*		*

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

Concentrations of Supplier Risk

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Supplier A	15	%	15	%	17	%	12	%
Supplier B	22	%	18	%	22	%	20	%

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


	September 30, 2024		December 31, 2023
Supplier A	21	%	*
Supplier B	57	%	44	%

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

Balance Sheet Components - Reconciliation of Cash, Cash Equivalents and Restricted Cash Reported (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 44,388	$ 50,991	$ 75,585
Restricted cash, current	439	552	540
Restricted cash, non-current	1,892	1,091	1,090
Total cash, cash equivalents and restricted cash	$ 46,719	$ 52,634	$ 77,215	$ 124,278

Stock-based Compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 11,519	$ 8,372	$ 31,618	$ 46,618
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	1,345	570	3,468	1,998
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	5,241	4,056	14,079	19,765
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	1,308	1,345	4,200	7,726
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 3,625	$ 2,401	$ 9,871	$ 17,129

Business Combination and Related Transactions - Narrative (Details) - Velodyne $ in Thousands	Feb. 10, 2023 USD ($)
Business Acquisition [Line Items]
Business combination, exchange ratio	0.8204
Acquisition, purchase price	$ 306,602
Estimated useful life	5 years 10 months 24 days
Customer relationships
Business Acquisition [Line Items]
Estimated useful life	8 years
Amazon Warrant
Business Acquisition [Line Items]
Business combination, consideration transferred, warrants and rights assumed	$ 8,600

Balance Sheet Components - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Cash and Cash Equivalents [Line Items]
Cash	$ 27,345	$ 40,648
Total cash and cash equivalents	44,388	50,991	$ 75,585
Money market funds
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents:	17,043	7,354
Commercial paper
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents:	$ 0	$ 2,989

- 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

Warrants (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Fair Value Measurement Inputs

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


	September 30, 2024			December 31, 2023			September 30, 2023
Stock price	$	6.30		$	7.67		$	5.04
Exercise price of warrant	$	115.00		$	115.00		$	115.00
Expected term (years)	1.4			2.2			2.4
Expected volatility	97.00		%	94.00		%	93.00		%
Risk-free interest rate	3.84		%	4.19		%	4.93		%

Balance Sheet Components

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Cash and Cash Equivalents

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


	September 30, 2024		December 31, 2023
Cash	$	27,345	$	40,648
Cash equivalents:
Money market funds(1)	17,043		7,354
Commercial paper	—		2,989
Total cash and cash equivalents	$	44,388	$	50,991

Restricted Cash

Restricted cash consists of collateral to merchant credit card, performance guarantee issued in favor of a customer, and certificates of deposit held by a bank as security for outstanding letters of credit. The Company had a restricted cash balance of $2.3 million and $1.6 million as of September 30, 2024 and December 31, 2023, respectively, which has been excluded from the Company’s cash and cash equivalents balances. The Company presented $0.4 million and $0.6 million of the total amount of restricted cash within current assets on the unaudited condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively. The remaining restricted cash balance of $1.9 million and $1.1 million is included in non-current assets on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.


	September 30, 2024		September 30, 2023
Cash and cash equivalents	$	44,388	$	75,585
Restricted cash, current	439		540
Restricted cash, non-current	1,892		1,090
Total cash, cash equivalents and restricted cash	$	46,719	$	77,215

Inventory

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


	September 30, 2024		December 31, 2023
Raw materials	$	5,248	$	10,062
Work in process	63		75
Finished goods	13,314		13,095
Total inventory	$	18,625	$	23,232

Prepaid Expenses and Other Current Assets

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


	September 30, 2024		December 31, 2023
Prepaid expenses	$	5,671	$	5,377
Prepaid insurance	1,291		648
Receivable from contract manufacturer	2,190		2,028
Insurance receivable	—		23,375
Other current assets	2,100		3,219
Total prepaid expenses and other current assets	$	11,252	$	34,647

The insurance receivable was settled in the three months ended September 30, 2024 (see Note 8).

Property and Equipment, Net

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


	Estimated Useful Life (in years)	September 30, 2024		December 31, 2023
Machinery and equipment	3	$	12,029	$	16,535
Computer equipment	3	525		1,104
Automotive and vehicle hardware	5	93		22
Software	3	589		593
Furniture and fixtures	7	850		946
Construction in progress		5,112		3,572
Leasehold improvements	Shorter of useful life or lease term	10,910		10,879
		30,108		33,651
Less: Accumulated depreciation		(21,272)		(23,423)
Property and equipment, net		$	8,836	$	10,228

Depreciation expense associated with property and equipment was $2.6 million and $9.2 million during the nine months ended September 30, 2024 and 2023, respectively.

Intangible Assets, Net

The following tables present acquired intangible assets, net as of September 30, 2024 and December 31, 2023 (in thousands):


		September 30, 2024
	Estimated Useful Life (in years)	Gross Carrying amount		Accumulated Amortization		Net Book Value
Developed technology	3-8	$	23,500	$	(8,831)	$	14,669
Vendor relationship	3	6,600		(6,417)		183
Customer relationships	3-8	6,300		(1,980)		4,320
Intangible assets, net		$	36,400	$	(17,228)	$	19,172


		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

Amortization expense was $5.3 million and $5.1 million during the nine months ended September 30, 2024 and 2023, respectively.

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


Years:	Amount
2024 (the remainder of 2024)	$	1,342
2025	4,513
2026	3,774
2027	3,682
2028	2,779
Thereafter	3,082
Total	$	19,172

Accrued and Other Current Liabilities

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


	September 30, 2024		December 31, 2023
Accrued legal fees and contingencies	$	6,006	$	28,415
Uninvoiced receipts	4,591		12,980
Accrued compensation	6,330		6,387
Sales and use tax	2,651		2,667
Other	9,329		7,717
Total accrued and other current liabilities	$	28,907	$	58,166

The accrued legal contingency was settled in the three months ended September 30, 2024 (see Note 8).

Revenue (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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


	Three Months Ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Americas	$	17,267	$	13,317	$	41,461	$	35,204
Asia and Pacific	4,271		2,325		14,986		5,994
Europe, Middle East and Africa	6,537		6,567		24,562		17,637
Total	$	28,075	$	22,209	$	81,009	$	58,835

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


	Three Months Ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
United States	58	%	58	%	47	%	58	%
Sweden	—	%	—	%	11	%	—	%

Schedule of Contract Liabilities


	September 30, 2024		December 31, 2023

Contract liabilities, current
Deferred revenues from licensing arrangements	$	7,080	$	4,723
Other contract liabilities	15,041		8,162

Contract liabilities, non-current portion
Deferred revenues from licensing arrangements	1,639		3,997
Other contract liabilities	1,717		970
Total contract liabilities	$	25,477	$	17,852

The following table provides information about contract liabilities (remaining performance obligations) and the significant changes in the balances (in thousands):


	Nine Months Ended September 30,
	2024		2023
Beginning balance	$	17,852	$	744
Contract liabilities acquired in the Velodyne Merger	—		8,384
Net revenue deferred in the period	9,405		6,065
Revenue recognized that was included in the contract liability balance at the beginning of the period	(1,780)		(503)
Ending balance	$	25,477	$	14,690

Balance Sheet Components - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying amount	$ 36,400	$ 36,400
Accumulated Amortization	(17,228)	(11,964)
Net Book Value	19,172	24,436
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying amount	23,500	23,500
Accumulated Amortization	(8,831)	(5,948)
Net Book Value	$ 14,669	$ 17,552
Developed technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	3 years	3 years
Developed technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	8 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	(6,417)	(4,767)
Net Book Value	183	1,833
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying amount	6,300	6,300
Accumulated Amortization	(1,980)	(1,249)
Net Book Value	$ 4,320	$ 5,051
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	3 years	3 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in years)	8 years	8 years

Stock-based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Number of Shares
Restricted stock awards, beginning balance (in shares) \| shares	3,074,939
Granted (in shares) \| shares	2,511,582
Canceled (in shares) \| shares	(227,430)
Vested (in shares) \| shares	(1,787,172)
Restricted stock awards, ending balance (in shares) \| shares	3,571,919
Weighted Average Grant Date Fair Value (per share)
Beginning balance (in dollars per share) \| $ / shares	$ 13.19
Granted (in dollars per share) \| $ / shares	9.80
Canceled (in dollars per share) \| $ / shares	14.44
Vested (in dollars per share) \| $ / shares	11.46
Ending balance (in dollars per share) \| $ / shares	$ 11.59

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
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)	49,542,659	43,257,863
Common stock, shares outstanding (in shares)	49,542,659	43,257,863

Debt (Details) - USD ($) $ in Thousands						9 Months Ended
Debt (Details) - USD ($) $ in Thousands	Aug. 12, 2024	Oct. 25, 2023	Feb. 10, 2023	Oct. 17, 2022	Apr. 29, 2022	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Debt Instrument [Line Items]
Restricted cash						$ 2,300		$ 1,600
Repayment of borrowings						$ 43,975	$ 0
Minimum Liquidity Pursuant To Credit Agreement
Debt Instrument [Line Items]
Restricted cash		$ 52,000
Loan Agreement With Hercules Capital, Inc. \| Term Loan
Debt Instrument [Line Items]
Revolving line of credit, maximum borrowing capacity					$ 50,000
Long-term debt					20,000
Proceeds from lines of credit				$ 20,000
Covenant terms, cash in deposit accounts, minimum amount					60,000
Payments for cash facility and legal fees					600
Debt issuance costs, net					$ 300
Effective interest rate					17.90%
Loss on extinguishment of debt		3,600
Loan Agreement With Hercules Capital, Inc. \| Term Loan \| Interest Rate, Not Subject to Financial Covenant \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate			6.15%
Loan Agreement With Hercules Capital, Inc. \| Term Loan \| Interest Rate, Subject to Financial Covenant \| Minimum
Debt Instrument [Line Items]
Debt instrument, stated interest rate			9.40%
Credit Agreement with UBS Bank USA and UBS Financial Services \| Revolving Credit Facility
Debt Instrument [Line Items]
Revolving line of credit, maximum borrowing capacity		45,000
Proceeds from lines of credit		$ 44,000
Variable interest rate		1.20%
Credit Agreement with UBS Bank USA and UBS Financial Services \| Minimum \| Revolving Credit Facility
Debt Instrument [Line Items]
Liquidity premium, percentage		0.15%
Credit Agreement with UBS Bank USA and UBS Financial Services \| Maximum \| Revolving Credit Facility
Debt Instrument [Line Items]
Liquidity premium, percentage		0.50%
Credit Agreement with UBS Bank USA and UBS Financial Services \| Secured Overnight Financing Rate (SOFR) \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate		0.11%
UBS \| Revolving Credit Facility
Debt Instrument [Line Items]
Repayment of borrowings	$ 44,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 28,075	$ 22,209	$ 81,009	$ 58,835
Cost of revenue	17,321	19,116	53,732	55,932
Gross profit	10,754	3,093	27,277	2,903
Operating expenses:
Research and development	15,127	16,678	43,365	75,584
Sales and marketing	7,197	7,887	20,807	33,086
General and administrative	15,938	14,270	41,684	63,437
Goodwill impairment charges	0	0	0	166,675
Total operating expenses	38,262	38,835	105,856	338,782
Loss from operations	(27,508)	(35,742)	(78,579)	(335,879)
Other income (expense):
Interest income	2,149	2,495	7,051	6,459
Interest expense	(342)	(1,825)	(1,823)	(5,222)
Other income (expense), net	74	(13)	260	(124)
Total other income, net	1,881	657	5,488	1,113
Loss before income taxes	(25,627)	(35,085)	(73,091)	(334,766)
Provision for income tax expense (benefit)	(37)	17	217	349
Net loss	(25,590)	(35,102)	(73,308)	(335,115)
Other comprehensive income (loss)
Changes in unrealized gain (loss) on available for sale securities	298	63	(206)	40
Foreign currency translation adjustments	335	(213)	(130)	(271)
Total comprehensive loss	$ (24,957)	$ (35,252)	$ (73,644)	$ (335,346)
Net loss per common share, basic (in dollars per share)	$ (0.54)	$ (0.89)	$ (1.62)	$ (9.39)
Net loss per common share, diluted (in dollars per share)	$ (0.54)	$ (0.89)	$ (1.62)	$ (9.39)
Weighted-average shares used to compute basic net loss per share (in shares)	47,684,363	39,228,118	45,287,763	35,670,408
Weighted-average shares used to compute diluted net loss per share (in shares)	47,684,363	39,228,118	45,287,763	35,670,408

Balance Sheet Components - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 30,108	$ 33,651
Less: Accumulated depreciation	(21,272)	(23,423)
Property and equipment, net	$ 8,836	10,228
Machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 12,029	16,535
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 525	1,104
Automotive and vehicle hardware
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Property, plant and equipment, gross	$ 93	22
Software
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Property, plant and equipment, gross	$ 589	593
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	7 years
Property, plant and equipment, gross	$ 850	946
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	5,112	3,572
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 10,910	$ 10,879

Description of Business and Basis of Presentation (Details) $ in Millions	Apr. 06, 2023	Sep. 30, 2024 USD ($)	Dec. 21, 2020 shares
Class of Stock [Line Items]
Number of fractional warrants issued (in shares)			0
Stock split, conversion ratio	0.1
Cash, cash equivalents, and short-term investments \| $		$ 153.8
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

- 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/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
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+ Details

Net Loss Per Common Share - Schedule of Net Loss Per Common Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss	$ (25,590)	$ (23,869)	$ (23,849)	$ (35,102)	$ (122,733)	$ (177,280)	$ (73,308)	$ (335,115)
Denominator:
Weighted-average shares used to compute basic net loss per share (in shares)	47,684,363			39,228,118			45,287,763	35,670,408
Weighted-average shares used to compute diluted net loss per share (in shares)	47,684,363			39,228,118			45,287,763	35,670,408
Net loss per common share, basic (in dollars per share)	$ (0.54)			$ (0.89)			$ (1.62)	$ (9.39)
Net loss per common share, diluted (in dollars per share)	$ (0.54)			$ (0.89)			$ (1.62)	$ (9.39)

- Definition

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

+ References

+ Details

- Definition

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

+ References

+ Details

- Definition

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

+ References

+ Details

Business Combination and Related Transactions - Schedule of Acquired Indefinite-Lived Intangible Assets by Major Class (Details) - Velodyne $ 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 Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued legal fees and contingencies	$ 6,006	$ 28,415
Uninvoiced receipts	4,591	12,980
Accrued compensation	6,330	6,387
Sales and use tax	2,651	2,667
Other	9,329	7,717
Accrued and other current liabilities	$ 28,907	$ 58,166

COVER - shares	9 Months Ended
COVER - shares	Sep. 30, 2024	Nov. 04, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-39463
Entity Registrant Name	Ouster, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2528989
Entity Address, Address Line One	350 Treat Avenue
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94110
City Area Code	415
Local Phone Number	949-0108
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		49,770,639
Amendment Flag	false
Entity Central Index Key	0001816581
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
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 expiring 2026
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase common stock expiring 2026
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

Revenue

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

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

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


	Three Months Ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Americas	$	17,267	$	13,317	$	41,461	$	35,204
Asia and Pacific	4,271		2,325		14,986		5,994
Europe, Middle East and Africa	6,537		6,567		24,562		17,637
Total	$	28,075	$	22,209	$	81,009	$	58,835

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


	Three Months Ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
United States	58	%	58	%	47	%	58	%
Sweden	—	%	—	%	11	%	—	%

Revenue contract balances

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

Unbilled receivables

A receivable for multi-year licensing services is generally recorded upon invoicing. A receivable for multi-year license contracts is recorded upon delivery, whether or not invoiced, to the extent the Company has an unconditional right to receive payment in the future related to those licenses. As of September 30, 2024, the current portion of these unbilled receivables in the amount of $3.2 million, primarily consisting of unbilled receivables from multi-year license contracts, is included in “Accounts receivable, net” on the unaudited condensed consolidated balance sheet.

Contract Assets

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

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

Contract Liabilities

Contract liabilities consist of deferred revenue, advanced payments and deposits from customers for goods or services that are yet to be provided. 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. 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 unaudited condensed consolidated balance sheet and are classified as current or non-current based on the nature of the underlying contractual rights and obligations.


	September 30, 2024		December 31, 2023

Contract liabilities, current
Deferred revenues from licensing arrangements	$	7,080	$	4,723
Other contract liabilities	15,041		8,162

Contract liabilities, non-current portion
Deferred revenues from licensing arrangements	1,639		3,997
Other contract liabilities	1,717		970
Total contract liabilities	$	25,477	$	17,852

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 and 2024 because the Company concluded there is significant uncertainty associated with resolving the Company’s performance.

Other contract liabilities primarily relate to one multi-year contract entered in 2023 with a customer to sell its products. In July 2024, the Company signed a new contract with this customer that added new service performance obligations and modified certain payment, pricing and delivery terms. As a result, the Company received an additional $8.2 million payment from this customer, which was recorded in other contract liabilities. During the three months ended September 30, 2024, the Company recognized no revenue from this customer. As of September 30, 2024, $13.5 million remained deferred under the contract until a future product and service delivery date. This amount includes a deferred revenue balance of $5.3 million prior to the amendment, along with $8.2 million in cash received during the three months ended September 30, 2024.

The following table provides information about contract liabilities (remaining performance obligations) and the significant changes in the balances (in thousands):


	Nine Months Ended September 30,
	2024		2023
Beginning balance	$	17,852	$	744
Contract liabilities acquired in the Velodyne Merger	—		8,384
Net revenue deferred in the period	9,405		6,065
Revenue recognized that was included in the contract liability balance at the beginning of the period	(1,780)		(503)
Ending balance	$	25,477	$	14,690

- 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.

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+ Details

Common Stock	9 Months Ended
Common Stock	Sep. 30, 2024
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 an At-Market-Issuance Sales Agreement (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 three months ended September 30, 2024, the Company sold 1,649,310 shares of common stock under the ATM Agreement at a weighted-average price of $8.67 per share, for net proceeds of $14.3 million which is net of sales commissions and other fees of approximately $0.6 million. During the nine months ended September 30, 2024, the Company sold 3,482,181 shares of common stock under the ATM agreement at a weighted-average price of $9.34 per share, for net proceeds of $32.5 million which is net of sales commissions and other fees or approximately $1.3 million. From the date of the ATM Agreement through September 30, 2024, the Company has sold 7,144,427 shares at a weighted-average sales price of $9.05 per share, resulting in cumulative gross proceeds to the Company totaling approximately $66.7 million before deducting offering costs, sales commissions and fees. Cumulative net proceeds to the Company totaled approximately $64.7 million after deducting offering costs, sales commissions and fees. The Company plans to use the net proceeds from this offering for working capital and general corporate purposes. The remaining availability under the ATM Agreement as of September 30, 2024 is approximately $83.3 million.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) applicable to interim periods. All intercompany balances and transactions have been eliminated in consolidation. The presentation of certain prior period amounts has been reclassified to conform with current period presentation. The unaudited condensed consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results of operations for the periods shown. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023 and the notes related thereto, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 28, 2024. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by applicable rules and regulations. The results of operations for any interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future years or interim periods. On April 6, 2023, the Board of Directors approved a one-for-10 reverse stock split and a corresponding reduction in authorized shares of common stock (the “Reverse Stock Split”). On April 20, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to effect the one-for-10 Reverse Stock Split of the Company’s common stock and a corresponding reduction in authorized shares of common stock. The par value of the Company’s common stock was not adjusted as a result of the Reverse Stock Split. All share and per share amounts and related stockholders’ equity balances presented herein have been retroactively adjusted to reflect the Reverse Stock Split.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted The Company considers the applicability and impact of all Accounting Standards Update (“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 unaudited condensed consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. This guidance requires additional disclosure of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments and accounts receivable. Although the Company deposits its cash, cash equivalents, restricted cash and short-term investments with financial institutions that Company believes are of high credit quality, its deposits, at times, may exceed federally insured limits. As of September 30, 2024 and December 31, 2023, the Company had cash, cash equivalents, short-term investments and restricted cash with financial institutions in the U.S. of $137.9 million and $184.8 million, respectively. As of September 30, 2024 and December 31, 2023, the Company also had cash with financial institutions in countries other than the U.S. of approximately $15.9 million and $7.0 million, respectively. 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 - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	May 31, 2023 shares	Jun. 30, 2024 shares	Jun. 30, 2023 shares	Sep. 30, 2024 USD ($) plan $ / shares shares	Sep. 30, 2023 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plans \| plan				5
Antidilutive securities excluded from computation of net loss per share (in shares)				11,984,628	10,523,880
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)				679,905	869,260
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of common stock to employees under employee stock purchase plan (in shares)		184,079	62,880
2022 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contribution limit in percentage of employee's eligible compensation				15.00%
ESPP, offering period				24 months
ESPP, purchase period				6 months
Purchase price of common stock in percentage				85.00%
Maximum number of shares per employee under ESPP (in shares)	3,000
Preferred stock issued (in dollars per share) \| $ / shares				$ 4.24
2022 ESPP \| Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of common stock to employees under employee stock purchase plan (in shares)				184,079
RSU, RSA and Performance-Based Awards \| Velodyne
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, accelerated cost \| $					$ 2,400
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized stock-based compensation expense, period for recognition				1 year 7 months 6 days
Share-based payment arrangement, cost not yet recognized, RSU \| $				$ 35,700
Restricted Stock Units \| Velodyne
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, accelerated cost \| $				$ 6,100
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized stock-based compensation expense, period for recognition				1 year
Share-based payment arrangement, cost not yet recognized, RSU \| $				$ 4,300

Revenue - Schedules of Concentration of Risk (Details) - Revenue from Contract with Customer Benchmark - Geographic Concentration Risk	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
United States
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	58.00%	58.00%	47.00%	58.00%
Sweden
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	0.00%	0.00%	11.00%	0.00%

- 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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (73,308)	$ (335,115)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill impairment charges	0	166,675
Depreciation and amortization	7,843	14,290
Loss on write-off and disposal of property and equipment and right-of-use asset impairment	468	1,175
Gain on lease termination	0	(807)
Stock-based compensation	31,618	46,618
Reduction of revenue related to stock warrant issued to customer	861	288
Amortization of right-of-use asset	3,606	3,268
Interest expense	0	1,112
Amortization of debt issuance costs and debt discount	0	190
Accretion or amortization on short-term investments	(4,239)	(3,303)
Change in fair value of warrant liabilities	(191)	(67)
Inventory write down	756	8,223
Provision (recovery of) for doubtful accounts	(894)	1,015
Realized gain on available for sale securities	(275)	0
Changes in operating assets and liabilities:
Accounts receivable	412	4,498
Inventory	3,851	(4,474)
Prepaid expenses and other assets	22,499	676
Accounts payable	2,338	(4,112)
Accrued and other liabilities	(29,466)	(10,229)
Contract liabilities	7,625	410
Operating lease liability	(4,637)	(4,034)
Net cash used in operating activities	(31,133)	(113,703)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property and equipment	668	560
Purchases of property and equipment	(2,307)	(2,633)
Purchase of short-term investments	(85,585)	(82,021)
Proceeds from sales of short-term investments	122,082	115,481
Cash and cash equivalents acquired in the Velodyne Merger	0	32,137
Net cash provided by investing activities	34,858	63,524
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from ESPP purchase	781	310
Proceeds from exercise of stock options	170	243
Repayment of borrowings	(43,975)	0
Proceeds from the issuance of common stock under at-the-market offering, net of commissions and fees	33,792	2,936
At-the-market offering costs for the issuance of common stock	(202)	(104)
Net cash (used) provided by financing activities	(9,434)	3,385
Effect of exchange rates on cash and cash equivalents	(206)	(269)
Net decrease in cash, cash equivalents and restricted cash	(5,915)	(47,063)
Cash, cash equivalents and restricted cash at beginning of period	52,634	124,278
Cash, cash equivalents and restricted cash at end of period	46,719	77,215
SUPPLEMENTAL DISCLOSURES OF OPERATING ACTIVITIES:
Cash paid for interest	2,073	4,362
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Property and equipment purchases included in accounts payable and accrued liabilities	(17)	470
Common stock shares issued in the Velodyne Merger	0	297,425
Common stock warrants issued in the Velodyne Merger	$ 0	$ 9,177

Balance Sheet Components - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2024 (the remainder of 2024)	$ 1,342
2025	4,513
2026	3,774
2027	3,682
2028	2,779
Thereafter	3,082
Net Book Value	$ 19,172	$ 24,436

Stock-based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Number of Shares Underlying Outstanding Options
Number of shares underlying outstanding options, beginning balance (in shares) \| shares	1,871,649
Number of shares underlying outstanding options, options exercised (in shares) \| shares	(86,547)
Number of shares underlying outstanding options, options cancelled (in shares) \| shares	(10,868)
Number of shares underlying outstanding options, ending balance (in shares) \| shares	1,774,234	1,871,649
Number of shares underlying outstanding options, vested and expected to vest (in shares) \| shares	1,774,234
Number of shares underlying outstanding options, exercisable (in shares) \| shares	1,742,513
Weighted- Average Exercise Price
Weighted average exercise price, beginning balance (in dollars per share) \| $ / shares	$ 7.36
Weighted average exercise price, options exercised (in dollars per share) \| $ / shares	1.92
Weighted average exercise price, options cancelled (in dollars per share) \| $ / shares	29.83
Weighted average exercise price, ending balance (in dollars per share) \| $ / shares	7.49	$ 7.36
Weighted average exercise price, options vested and expected to vest (in dollars per share) \| $ / shares	7.49
Weighted average exercise price, options exercisable (in dollars per share) \| $ / shares	$ 7.47
Weighted- Average Remaining Contractual Term (in years)
Stock options outstanding, weighted average remaining contractual term	5 years 11 months 8 days	6 years 8 months 19 days
Stock options vested and expected to vest, weighted average remaining contractual term	5 years 11 months 8 days
Stock options exercisable, weighted average remaining contractual term	5 years 11 months 8 days
Aggregate Intrinsic Value
Stock options outstanding, aggregate intrinsic value, beginning balance \| $	$ 6,191
Stock options outstanding, aggregate intrinsic value, ending balance \| $	4,278	$ 6,191
Stock options vested and expected to vest, aggregate intrinsic value \| $	4,278
Stock options exercisable, aggregate intrinsic value \| $	$ 4,212

Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 5,248	$ 10,062
Work in process	63	75
Finished goods	13,314	13,095
Total inventory	$ 18,625	$ 23,232

Business Combination and Related Transactions - Schedule of Business Combination (Details) - Velodyne $ in Thousands	Feb. 10, 2023 USD ($)
Business Acquisition [Line Items]
Purchase consideration	$ 306,602
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, non-current 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, current	(5,475)
Operating lease liability, current portion	(3,735)
Operating lease liability, non-current portion	(11,940)
Contract liabilities, non-current portion	(2,206)
Other non-current liabilities	(745)
Total identifiable net assets	191,079
Goodwill	115,523
Net Assets acquired	$ 306,602

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash, cash equivalents, and restricted cash, FDIC insured amount	$ 137.9	$ 184.8
Cash, cash equivalents, and restricted cash, uninsured amount	$ 15.9	$ 7.0
Threshold period past due	90 days

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 44,388	$ 50,991
Restricted cash, current	439	552
Short-term investments	107,045	139,158
Accounts receivable, net	18,412	14,577
Inventory	18,625	23,232
Prepaid expenses and other current assets	11,252	34,647
Total current assets	200,161	263,157
Property and equipment, net	8,836	10,228
Operating lease, right-of-use assets	15,607	18,561
Unbilled receivable, non-current portion	7,214	10,567
Intangible assets, net	19,172	24,436
Restricted cash, non-current	1,892	1,091
Other non-current assets	2,344	2,703
Total assets	255,226	330,743
Current liabilities:
Accounts payable	5,862	3,545
Accrued and other current liabilities	28,907	58,166
Contract liabilities, current	22,121	12,885
Operating lease liability, current portion	7,244	7,096
Total current liabilities	64,134	81,692
Operating lease liability, non-current portion	14,693	18,827
Debt	0	43,975
Contract liabilities, non-current portion	3,356	4,967
Other non-current liabilities	1,294	1,610
Total liabilities	83,477	151,071
Commitments and contingencies (Note 8)
Stockholders’ equity:
Common stock, $0.0001 par value; 100,000,000 shares authorized at September 30, 2024 and December 31, 2023; 49,542,659 and 43,257,863 issued and outstanding at September 30, 2024 and December 31, 2023, respectively.	47	42
Additional paid-in capital	1,061,180	995,464
Accumulated deficit	(889,334)	(816,026)
Accumulated other comprehensive (loss) income	(144)	192
Total stockholders’ equity	171,749	179,672
Total liabilities and stockholders’ equity	$ 255,226	$ 330,743

Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Restricted cash	$ 2,300		$ 1,600
Restricted cash, current	439	$ 540	552
Restricted cash, non-current	1,892	1,090	$ 1,091
Depreciation expense	2,600	9,200
Amortization expense	$ 5,300	$ 5,100

Business Combination and Related Transactions - Schedule of Business Acquisition, Pro Forma Information (Details) - Velodyne - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Business Acquisition [Line Items]
Revenue	$ 22,209	$ 58,835
Net loss	$ (35,102)	$ (335,115)

Revenue - Narrative (Details) $ in Thousands	12 Months Ended
Revenue - Narrative (Details) $ in Thousands	Dec. 31, 2023 USD ($) contract	Sep. 30, 2024 USD ($)	Jul. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Current portion of unbilled receivables		$ 3,200
Contract entered into during 2023 \| contract	1
Contract liabilities	$ 17,852	25,477		$ 14,690	$ 744
One Customer With Multiyear Contract Entered in 2023 \| Multi-year Licensing Contracts
Disaggregation of Revenue [Line Items]
Contract liabilities			$ 8,200	$ 5,300
Deferred revenue		$ 13,500

- 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

Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 5,671	$ 5,377
Prepaid insurance	1,291	648
Receivable from contract manufacturer	2,190	2,028
Insurance receivable	0	23,375
Other current assets	2,100	3,219
Total prepaid expenses and other current assets	$ 11,252	$ 34,647

Debt	9 Months Ended
Debt	Sep. 30, 2024
Debt Disclosure [Abstract]
Debt	Debt Loan and Security Agreement On April 29, 2022, the Company entered into the 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. 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 would have matured and terminated on August 2, 2025 (the “Maturity Date”). The UBS Agreement provided 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. Pursuant to the terms of the UBS Agreement, the Company agreed to maintain minimum liquidity, that could 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. Loans under the UBS Agreement bore 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 were 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 was able to repay any variable rate loans at any time in whole or in part, without penalty. The Company was able to repay any fixed rate loans in whole, but not in part, subject to certain breakage costs. The Company had 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 contained 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 provided 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. On August 12, 2024, the Company repaid in full, with cash on hand, all outstanding indebtedness and terminated all commitments and obligations under the UBS Agreement. The UBS Agreement payoff amount included the revolving loans in the principal amount of $44.0 million, plus accrued and unpaid interest.

Warrants - Narrative (Details) $ / shares in Units, $ in Millions		1 Months Ended	3 Months Ended	9 Months Ended	29 Months Ended
	Feb. 10, 2023 USD ($) year day $ / shares shares	Aug. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2024 year shares	Sep. 30, 2024 year shares	Sep. 30, 2024 year shares	Dec. 31, 2023 year	Sep. 30, 2023 year	Mar. 11, 2021 USD ($) $ / shares shares
At the Market Program
Class of Warrant or Right [Line Items]
Sale of stock, number of shares issued in transaction (in shares)			1,649,310	3,482,181	7,144,427
CLA
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)								999,999
Conversion of CLA Units to Ouster Common Stock \| CLA
Class of Warrant or Right [Line Items]
Number of ordinary shares called by each warrant (in shares)		1
Warrant, conversion ratio								1
Conversion of CLA Units to Public Warrant \| CLA
Class of Warrant or Right [Line Items]
Number of ordinary shares called by each warrant (in shares)		0.5
Private Placement Warrants \| Expected term (years) \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| year			1.4	1.4	1.4	2.2	2.4
Private Placement Warrants \| Expected volatility \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs			0.9700	0.9700	0.9700	0.9400	0.9300
Private Placement Warrants \| Risk-free interest rate \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs			0.0384	0.0384	0.0384	0.0419	0.0493
Public Warrants
Class of Warrant or Right [Line Items]
Redeem of warrants, price (in dollars per share) \| $ / shares		$ 0.10
Warrant liabilities \| $								$ 17.9
Exercise of warrant, threshold common stock price (in dollars per share) \| $ / shares		$ 180.00
Exercise of warrant, threshold trading days		20 days
Exercise of warrant, threshold trading-day period		30 days
Public Warrants \| Velodyne
Class of Warrant or Right [Line Items]
Redeem of warrants, price (in dollars per share) \| $ / shares	$ 0.10
Warrants issued, exercise price (in dollars per share) \| $ / shares	$ 140.20
Number of ordinary shares called by each warrant (in shares)	0.06153
Exercise of warrant, threshold common stock price (in dollars per share) \| $ / shares	$ 219.41
Exercise of warrant, threshold trading days	20 days
Exercise of warrant, threshold trading-day period	30 days
Number of warrants acquired in business combination (in shares)	5,973,170
Business days prior to date redemption notice sent to warrant holders \| day	3
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
Public Warrants \| Conversion of Warrant to Ouster Common Stock
Class of Warrant or Right [Line Items]
Number of ordinary shares called by each warrant (in shares)								0.1
Amazon Warrant \| Velodyne
Class of Warrant or Right [Line Items]
Business combination, consideration transferred, warrants and rights assumed \| $	$ 8.6
Amazon Warrant \| Velodyne \| Expected term (years) \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs \| year	6.98
Amazon Warrant \| Velodyne \| Expected volatility \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.537
Amazon Warrant \| Velodyne \| Risk-free interest rate \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0.0386
Amazon Warrant \| Velodyne \| Expected dividend rate \| Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants, fair value measurement inputs	0
Amazon Warrant, Common Stock Vested \| Velodyne
Class of Warrant or Right [Line Items]
Business combination, consideration transferred, warrants and rights assumed \| $	$ 8.6
Sponsor \| Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrant liabilities \| $		$ 19.4
Sponsor \| Private Placement Warrants \| Sponsor
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares)		600,000
Redeem of warrants, price (in dollars per share) \| $ / shares		$ 10.00
Warrant, aggregated purchase price \| $		$ 6.0
Warrant, exercisable, threshold period		12 months
Warrant, expiration period		5 years
Warrants issued, exercise price (in dollars per share) \| $ / shares								$ 115.00
Sponsor \| Private Placement Warrants \| Conversion of Warrant to Ouster Common Stock
Class of Warrant or Right [Line Items]
Number of ordinary shares called by each warrant (in shares)								0.1
Amazoncom NV Investment Holdings LLLC \| Amazon Warrant \| Velodyne
Class of Warrant or Right [Line Items]
Warrants issued, number of preferred stock callable (in shares)	3,263,898		3,266,237	3,266,237	3,266,237
Warrants issued, exercise price (in dollars per share) \| $ / shares	$ 50.71
Number of shares issuable (in shares)			121
Vesting schedule of warrant, percent	50.00%
Class of warrant or right, vesting payments to be received \| $	$ 100.0
Warrants vested during period (in shares)			56,709
Amazoncom NV Investment Holdings LLLC \| Amazon Warrant, Common Stock Vested \| Velodyne
Class of Warrant or Right [Line Items]
Class of warrant or right, number of common shares vested (in shares)	1,848,694
Amazoncom NV Investment Holdings LLLC \| Amazon Warrant, Common Stock Unvested \| Velodyne
Class of Warrant or Right [Line Items]
Class of warrant or right, number of common shares unvested (in shares)	1,219,235
Number of warrants vested (in shares)			2,103,590	2,103,590	2,103,590

Stock-based Compensation - Schedule of Stock Options Outstanding and Exercisable (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding (in shares)	1,774,234
Options exercisable (in shares)	1,742,513
1.8487
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 1.85
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 1.85
Options outstanding (in shares)	206,203
Options outstanding, weighted average remaining contractual life (years)	5 years 9 months 3 days
Options exercisable (in shares)	206,203
2.133
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 2.13
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 2.13
Options outstanding (in shares)	806,414
Options outstanding, weighted average remaining contractual life (years)	5 years 11 months 4 days
Options exercisable (in shares)	790,562
14.2209
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 14.22
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 14.22
Options outstanding (in shares)	752,408
Options outstanding, weighted average remaining contractual life (years)	6 years
Options exercisable (in shares)	736,732
52.4
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower range limit (in dollars per share) \| $ / shares	$ 52.40
Exercise price, upper range limit (in dollars per share) \| $ / shares	$ 52.40
Options outstanding (in shares)	9,209
Options outstanding, weighted average remaining contractual life (years)	4 years 11 months 26 days
Options exercisable (in shares)	9,016

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

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

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


	September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents:
Money market funds	$	17,043	$	—	$	—	$	17,043

Short-term investments:
Commercial paper	—		$	53,832	—		53,832
Corporate debt and U.S. government agency securities	—		$	53,213	—		53,213
Total short-term investments	—		107,045		—		107,045
Total financial assets	$	17,043	$	107,045	$	—	$	124,088
Liabilities
Warrant liabilities	$	—	$	—	$	38	$	38
Total financial liabilities	$	—	$	—	$	38	$	38


	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

Schedule of Changes in Fair Value of Level 3 Financial Instruments

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


	Private Placement Warrant Liability
Fair value as of December 31, 2023	$	229
Change in the fair value included in other income, net	(191)
Fair value as of September 30, 2024	$	38

Fair value as of December 31, 2022	$	180

Change in the fair value included in other income, net	(67)

Fair value as of September 30, 2023	$	113

Business Combination and Related Transactions - Schedule of Pro Forma Information, Adjustments (Details) - Velodyne - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Business Acquisition [Line Items]
Net loss	$ (35,102)	$ (335,115)
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	0	(277)
A decrease in expenses related to the transaction expenses
Business Acquisition [Line Items]
Net loss	0	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	0	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
Business Acquisition [Line Items]
Net loss	0	26,704
Represents decrease in additional stock-based compensation expense related to Ouster employee terminations due to change in control
Business Acquisition [Line Items]
Net loss	0	6,383
Represents a decrease in severance expense in connection with the Velodyne Merger transaction
Business Acquisition [Line Items]
Net loss	$ 0	$ 10,586

Fair Value of Financial Instruments - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Recurring
Assets
Short-term investments:	$ 107,045	$ 139,158
Total financial assets	124,088	149,501
Liabilities
Warrant liabilities	38	229
Total financial liabilities	38	229
Fair Value, Recurring \| Commercial paper
Assets
Short-term investments:	53,832	80,620
Fair Value, Recurring \| Corporate debt and U.S. government agency securities
Assets
Short-term investments:	53,213	58,538
Fair Value, Recurring \| Level 1
Assets
Short-term investments:	0	0
Total financial assets	17,043	7,354
Liabilities
Warrant liabilities	0	0
Total financial liabilities	0	0
Fair Value, Recurring \| Level 1 \| Commercial paper
Assets
Short-term investments:	0	0
Fair Value, Recurring \| Level 1 \| Corporate debt and U.S. government agency securities
Assets
Short-term investments:	0	0
Fair Value, Recurring \| Level 2
Assets
Short-term investments:	107,045	139,158
Total financial assets	107,045	142,147
Liabilities
Warrant liabilities	0	0
Total financial liabilities	0	0
Fair Value, Recurring \| Level 2 \| Commercial paper
Assets
Short-term investments:	53,832	80,620
Fair Value, Recurring \| Level 2 \| Corporate debt and U.S. government agency securities
Assets
Short-term investments:	53,213	58,538
Fair Value, Recurring \| Level 3
Assets
Short-term investments:	0	0
Total financial assets	0	0
Liabilities
Warrant liabilities	38	229
Total financial liabilities	38	229
Fair Value, Recurring \| Level 3 \| Commercial paper
Assets
Short-term investments:	0	0
Fair Value, Recurring \| Level 3 \| Corporate debt and U.S. government agency securities
Assets
Short-term investments:	0
Money market funds
Assets
Cash and cash equivalents:	17,043	7,354
Money market funds \| Fair Value, Recurring
Assets
Cash and cash equivalents:	17,043	7,354
Money market funds \| Fair Value, Recurring \| Level 1
Assets
Cash and cash equivalents:	17,043	7,354
Money market funds \| Fair Value, Recurring \| Level 2
Assets
Cash and cash equivalents:	0	0
Money market funds \| Fair Value, Recurring \| Level 3
Assets
Cash and cash equivalents:	0	0
Commercial paper
Assets
Cash and cash equivalents:	$ 0	2,989
Commercial paper \| Fair Value, Recurring
Assets
Cash and cash equivalents:		2,989
Commercial paper \| Fair Value, Recurring \| Level 1
Assets
Cash and cash equivalents:		0
Commercial paper \| Fair Value, Recurring \| Level 2
Assets
Cash and cash equivalents:		2,989
Commercial paper \| Fair Value, Recurring \| Level 3
Assets
Cash and cash equivalents:		$ 0

Description of Business and Basis of Presentation	9 Months Ended
Description of Business and Basis of Presentation	Sep. 30, 2024
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 acquirer (Note 3). Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) applicable to interim periods. All intercompany balances and transactions have been eliminated in consolidation. The presentation of certain prior period amounts has been reclassified to conform with current period presentation. The unaudited condensed consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results of operations for the periods shown. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023 and the notes related thereto, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 28, 2024. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by applicable rules and regulations. The results of operations for any interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future years or interim periods. On April 6, 2023, the Board of Directors approved a one-for-10 reverse stock split and a corresponding reduction in authorized shares of common stock (the “Reverse Stock Split”). On April 20, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to effect the one-for-10 Reverse Stock Split of the Company’s common stock and a corresponding reduction in authorized shares of common stock. The par value of the Company’s common stock was not adjusted as a result of the Reverse Stock Split. All share and per share amounts and related stockholders’ equity balances presented herein have been retroactively adjusted to reflect the Reverse Stock Split. Liquidity The Company’s principal sources of liquidity are its cash and cash equivalents, short-term investments, cash generated from sales of the Company’s products, sales of common stock under its at-the-market equity offering program and debt financing. The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis. The Company has experienced recurring losses from operations, and negative cash flows from operations. As of September 30, 2024, the Company’s existing sources of liquidity included cash, cash equivalents, restricted cash and short-term investments of $153.8 million. The Company has incurred losses and negative cash flows from operations for several years. If the Company continues to incur losses in the future, it may need to improve liquidity and raise additional capital through the issuance of equity and/or debt. There can be no assurance that the Company would be able to raise such capital. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least twelve months from the date the unaudited condensed consolidated financial statements were available for issuance.

Stock-based Compensation - Schedule of Stock Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 11,519	$ 8,372	$ 31,618	$ 46,618
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	8,420	5,437	22,724	35,224
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	1,405	1,713	4,447	5,725
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	510	649	1,529	1,057
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 1,184	$ 573	$ 2,918	$ 4,612

- 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
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+ Details

Revenue - Changes in Contract Liability (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Change In Contract With Customer, Liability [Roll Forward]
Beginning balance	$ 17,852	$ 744
Contract liabilities acquired in the Velodyne Merger	0	8,384
Net revenue deferred in the period	9,405	6,065
Revenue recognized that was included in the contract liability balance at the beginning of the period	(1,780)	(503)
Ending balance	$ 25,477	$ 14,690

Business Combination and Related Transactions (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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


	Estimated Fair Value
Purchase consideration	$	306,602
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, non-current 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, current	(5,475)
Operating lease liability, current portion	(3,735)
Operating lease liability, non-current portion	(11,940)
Contract liabilities, non-current portion	(2,206)
Other non-current liabilities	(745)
Total identifiable net assets	$	191,079
Goodwill	115,523
	$	306,602

Schedule of Acquired Indefinite-Lived Intangible Assets by Major Class

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


	Estimated Useful Life (in years)	Estimated Fair Value
Developed technology – Hardware	3	$	2,500
Developed technology – Software	5	5,100
Customer relationships	8	5,400
Intangible assets, net	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 Velodyne had been acquired as of January 1, 2022 (in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023		2023
Revenue	$	22,209	$	58,835
Net loss	$	(35,102)	$	(335,115)

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023		2023
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)
A decrease in expenses related to the transaction expenses	$	—	$	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 in additional stock-based compensation expense related to Ouster employee terminations due to change in control	$	—	$	6,383
Represents a decrease in severance expense in connection with the Velodyne Merger transaction	$	—	10,586

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in the quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on the deferred tax assets as it is more likely than not that some, or all, of the Company’s deferred tax assets will not be realized. The Company continues to maintain a full valuation allowance against its net deferred tax assets. Due to tax losses and the offsetting valuation allowance, the income tax provision for the three and nine months ended September 30, 2024 and 2023, respectively, was not material to the Company’s unaudited condensed consolidated financial statements.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: 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/1943274/2147477891/740-270-50-1

Reference 6: 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 7: 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 8: 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 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: 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 11: 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 12: 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 13: 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 14: 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

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

Stock option activity for the nine months ended September 30, 2024 was as follows:


	Number of Shares Underlying Outstanding Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding—December 31, 2023	1,871,649	$	7.36	6.72	$	6,191
Options exercised	(86,547)	1.92
Options cancelled	(10,868)	29.83
Outstanding—September 30, 2024	1,774,234	$	7.49	5.94	$	4,278
Vested and expected to vest—September 30, 2024	1,774,234	$	7.49	5.94	$	4,278
Exercisable—September 30, 2024	1,742,513	$	7.47	5.94	$	4,212

Schedule of Stock Options Outstanding and Exercisable

The following table summarizes information about stock options outstanding and exercisable at September 30, 2024.


		Options Outstanding		Options Exercisable
Exercise Price		Options Outstanding	Weighted Average Remaining Contractual Life (Years)
$	1.85	206,203	5.76	206,203
2.13		806,414	5.93	790,562
14.22		752,408	6.00	736,732
52.40		9,209	4.99	9,016
		1,774,234		1,742,513

Schedule of Nonvested Restricted Stock Units Activity

A summary of RSU activity is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—December 31, 2023	3,074,939	$	13.19
Granted	2,511,582	9.80
Canceled	(227,430)	14.44
Vested	(1,787,172)	11.46
Unvested—September 30, 2024	3,571,919	$	11.59

Schedule of Nonvested Restricted Stock Awards Activity

A summary of RSA activity is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—December 31, 2023	380,383	$	15.30
Granted	533,601	7.94
Canceled	—	—
Vested	(189,049)	12.66
Unvested—September 30, 2024	724,935	$	10.57

Schedule of Stock-based Compensation

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue	$	1,345	$	570	$	3,468	$	1,998
Research and development	5,241		4,056		14,079		19,765
Sales and marketing	1,308		1,345		4,200		7,726
General and administrative	3,625		2,401		9,871		17,129
Total stock-based compensation	$	11,519	$	8,372	$	31,618	$	46,618

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
RSUs	$	8,420	$	5,437	$	22,724	$	35,224
Stock Options	1,405		1,713		4,447		5,725
Employee stock purchase plan	510		649		1,529		1,057
RSAs	1,184		573		2,918		4,612
Total stock-based compensation	$	11,519	$	8,372	$	31,618	$	46,618

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in- Capital	Accumulated Deficit	Accumulated other comprehensive income (loss)
Beginning balance (in shares) at Dec. 31, 2022		18,658,799
Beginning balance at Dec. 31, 2022	$ 171,619	$ 19	$ 613,665	$ (441,916)	$ (149)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		10,007
Issuance of common stock upon exercise of stock options	18		18
Issuance of common stock upon Velodyne Merger (in shares)		19,483,269
Issuance of common stock upon Velodyne Merger	306,602	$ 20	306,582
Issuance of common stock upon vesting of restricted stock (in shares)		568,675
Repurchase of common stock (in shares)		(3,753)
Stock-based compensation expense	21,780		21,780
Vesting of early exercised stock options	27		27
Net loss	(177,280)			(177,280)
Other Comprehensive loss	(30)				(30)
Ending balance (in shares) at Mar. 31, 2023		38,716,997
Ending balance at Mar. 31, 2023	322,736	$ 39	942,072	(619,196)	(179)
Beginning balance (in shares) at Dec. 31, 2022		18,658,799
Beginning balance at Dec. 31, 2022	171,619	$ 19	613,665	(441,916)	(149)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(335,115)
Ending balance (in shares) at Sep. 30, 2023		40,626,201
Ending balance at Sep. 30, 2023	194,047	$ 39	971,419	(777,031)	(380)
Beginning balance (in shares) at Mar. 31, 2023		38,716,997
Beginning balance at Mar. 31, 2023	322,736	$ 39	942,072	(619,196)	(179)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common Stock adjustment reflected as a result of the one-for-10 reverse stock split effectuated on April 6, 2023 (in shares)		85,893
Issuance of common stock upon exercise of stock options (in shares)		69,080
Issuance of common stock upon exercise of stock options	131		131
Issuance of common stock upon vesting of restricted stock (in shares)		385,865
Issuance of common stock to employees under employee stock purchase plan (in shares)		62,880
Issuance of common stock to employees under employee stock purchase plan	310		310
Common stock warrants issuable to customer	61		61
Stock-based compensation expense	16,466		16,466
Vesting of early exercised stock options	71		71
Net loss	(122,733)			(122,733)
Other Comprehensive loss	(51)				(51)
Ending balance (in shares) at Jun. 30, 2023		39,320,715
Ending balance at Jun. 30, 2023	216,991	$ 39	959,111	(741,929)	(230)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		47,710
Issuance of common stock upon exercise of stock options	93		93
Proceeds from at-the-market offering, net of commissions and fees	$ 3,616		3,616
Proceeds from at-the-market offering, net of commissions and fees (in shares)	802,832
Issuance of common stock upon vesting of restricted stock (in shares)		454,944
Common stock warrants issuable to customer	$ 227		227
Vesting of early exercised stock options	8,372		8,372
Net loss	(35,102)			(35,102)
Other Comprehensive loss	(150)				(150)
Ending balance (in shares) at Sep. 30, 2023		40,626,201
Ending balance at Sep. 30, 2023	$ 194,047	$ 39	971,419	(777,031)	(380)
Beginning balance (in shares) at Dec. 31, 2023	43,257,863	43,257,863
Beginning balance at Dec. 31, 2023	$ 179,672	$ 42	995,464	(816,026)	192
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		54,374
Issuance of common stock upon exercise of stock options	108		108
Issuance of restricted stock awards (in shares)		533,601
Issuance of restricted stock awards	1	$ 1
Proceeds from at-the-market offering, net of commissions and fees	2,331		2,331
Proceeds from at-the-market offering, net of commissions and fees (in shares)		343,571
Issuance of common stock upon Velodyne Merger (in shares)		29,376
Issuance of common stock upon vesting of restricted stock (in shares)		759,919
Issuance of common stock upon vesting of restricted stock	1	$ 1
Common stock warrants issuable to customer	195		195
Stock-based compensation expense	9,404		9,404
Net loss	(23,849)			(23,849)
Other Comprehensive loss	(631)				(631)
Ending balance (in shares) at Mar. 31, 2024		44,978,704
Ending balance at Mar. 31, 2024	$ 167,232	$ 44	1,007,502	(839,875)	(439)
Beginning balance (in shares) at Dec. 31, 2023	43,257,863	43,257,863
Beginning balance at Dec. 31, 2023	$ 179,672	$ 42	995,464	(816,026)	192
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	86,547
Net loss	$ (73,308)
Ending balance (in shares) at Sep. 30, 2024	49,542,659	49,542,659
Ending balance at Sep. 30, 2024	$ 171,749	$ 47	1,061,180	(889,334)	(144)
Beginning balance (in shares) at Mar. 31, 2024		44,978,704
Beginning balance at Mar. 31, 2024	167,232	$ 44	1,007,502	(839,875)	(439)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		22,486
Issuance of common stock upon exercise of stock options	42		42
Proceeds from at-the-market offering, net of commissions and fees	15,774		15,774
Proceeds from at-the-market offering, net of commissions and fees (in shares)		1,489,300
Issuance of common stock upon Velodyne Merger (in shares)		181,840
Issuance of common stock upon vesting of restricted stock (in shares)		310,896
Issuance of common stock to employees under employee stock purchase plan (in shares)		184,079
Issuance of common stock to employees under employee stock purchase plan	781		781
Common stock warrants issuable to customer	293		293
Stock-based compensation expense	10,695		10,695
Net loss	(23,869)			(23,869)
Other Comprehensive loss	(338)				(338)
Ending balance (in shares) at Jun. 30, 2024		47,167,305
Ending balance at Jun. 30, 2024	170,610	$ 44	1,035,087	(863,744)	(777)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		9,687
Issuance of common stock upon exercise of stock options	18		18
Issuance of restricted stock awards	1	$ 1
Proceeds from at-the-market offering, net of commissions and fees	14,185	$ 2	14,183
Proceeds from at-the-market offering, net of commissions and fees (in shares)		1,649,310
Issuance of common stock upon vesting of restricted stock (in shares)		716,357
Common stock warrants issuable to customer	373		373
Stock-based compensation expense	11,519		11,519
Net loss	(25,590)			(25,590)
Other Comprehensive loss	$ 633				633
Ending balance (in shares) at Sep. 30, 2024	49,542,659	49,542,659
Ending balance at Sep. 30, 2024	$ 171,749	$ 47	$ 1,061,180	$ (889,334)	$ (144)

Business Combination and Related Transactions

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [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.

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
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, non-current 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, current	(5,475)
Operating lease liability, current portion	(3,735)
Operating lease liability, non-current portion	(11,940)
Contract liabilities, non-current 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 BlueCity 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.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023		2023
Revenue	$	22,209	$	58,835
Net loss	$	(35,102)	$	(335,115)

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023		2023
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)
A decrease in expenses related to the transaction expenses	$	—	$	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 in additional stock-based compensation expense related to Ouster employee terminations due to change in control	$	—	$	6,383
Represents a decrease in severance expense in connection with the Velodyne Merger transaction	$	—	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.

Stock-based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

As of September 30, 2024, 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”), the 2021 Incentive Award Plan (the “2021 Plan”) and the Amended and Restated 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 2021 Plan and Velodyne Plan. Awards under the 2021 Plan and Velodyne Plan can 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 and Velodyne Plan, respectively.

The Company’s 2022 ESPP has been offered to all eligible employees since August 2022 and generally permits certain employees to purchase shares of the Company’s 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 or the last day of the applicable purchase period.

In May 2023, the Company increased the share purchase limit under the 2022 ESPP to 3,000 shares of Company common stock per offering period and added Velodyne Lidar, Inc. as a participating employer in the 2022 ESPP.

During the nine months ended September 30, 2024, 184,079 shares of common stock were issued under the 2022 ESPP at a price of $4.24 per share, which represented 85% of the market price of the common stock on November 16, 2023, the first day of the offering period, which was lower than the closing trading price of the common stock on the exercise date. As of September 30, 2024, 0.7 million shares of the Company’s common stock were pending issuance under the 2022 ESPP. The stock-based compensation expense is calculated as of the beginning of the offering period as the fair value of the 2022 ESPP shares utilizing the Black-Scholes option valuation model and is recognized over the offering period.

Stock option activity for the nine months ended September 30, 2024 was as follows:


	Number of Shares Underlying Outstanding Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding—December 31, 2023	1,871,649	$	7.36	6.72	$	6,191
Options exercised	(86,547)	1.92
Options cancelled	(10,868)	29.83
Outstanding—September 30, 2024	1,774,234	$	7.49	5.94	$	4,278
Vested and expected to vest—September 30, 2024	1,774,234	$	7.49	5.94	$	4,278
Exercisable—September 30, 2024	1,742,513	$	7.47	5.94	$	4,212

The following table summarizes information about stock options outstanding and exercisable at September 30, 2024.


		Options Outstanding		Options Exercisable
Exercise Price		Options Outstanding	Weighted Average Remaining Contractual Life (Years)
$	1.85	206,203	5.76	206,203
2.13		806,414	5.93	790,562
14.22		752,408	6.00	736,732
52.40		9,209	4.99	9,016
		1,774,234		1,742,513

As of September 30, 2024, the remaining unamortized stock-based compensation expense related to unvested stock options that is expected to be recognized was not material.

Restricted Stock Units

A summary of RSU activity is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—December 31, 2023	3,074,939	$	13.19
Granted	2,511,582	9.80
Canceled	(227,430)	14.44
Vested	(1,787,172)	11.46
Unvested—September 30, 2024	3,571,919	$	11.59

Stock compensation expense is recognized on a straight-line basis over the vesting period of each award of RSUs. As of September 30, 2024, total compensation expense related to unvested RSUs granted to employees, but not yet recognized, was $35.7 million, with a weighted-average remaining vesting period of 1.6 years. RSUs settle into shares of common stock upon vesting.

Restricted Stock Awards

A summary of RSA activity is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
Unvested—December 31, 2023	380,383	$	15.30
Granted	533,601	7.94
Canceled	—	—
Vested	(189,049)	12.66
Unvested—September 30, 2024	724,935	$	10.57

Stock compensation expense is recognized on a straight-line basis over the vesting period of each award of RSAs. As of September 30, 2024, total compensation expense related to unvested RSAs granted to employees, but not yet recognized, was $4.3 million, with a weighted-average remaining vesting period of 1.0 years. The common stock comprising RSAs is issued at grant but, generally, is subject to a risk of forfeiture if the holder terminates service with the Company and its subsidiaries prior to vesting.

Stock-Based Compensation Expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue	$	1,345	$	570	$	3,468	$	1,998
Research and development	5,241		4,056		14,079		19,765
Sales and marketing	1,308		1,345		4,200		7,726
General and administrative	3,625		2,401		9,871		17,129
Total stock-based compensation	$	11,519	$	8,372	$	31,618	$	46,618

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
RSUs	$	8,420	$	5,437	$	22,724	$	35,224
Stock Options	1,405		1,713		4,447		5,725
Employee stock purchase plan	510		649		1,529		1,057
RSAs	1,184		573		2,918		4,612
Total stock-based compensation	$	11,519	$	8,372	$	31,618	$	46,618

Share based compensation recognized upon completion of the Velodyne Merger

The Company recognized $6.1 million of stock-based compensation expense in the nine months ended September 30, 2023 related to accelerated vesting of certain RSUs upon completion of the Velodyne Merger and termination of employment of some of its executives and members of the board, who had accelerated vesting provisions in the event of a change in control. Additionally, in the nine months ended September 30, 2023, the Company recognized $2.4 million of stock-based compensation expense related to accelerated vesting of certain Velodyne restricted stock units, restricted stock awards and performance-based awards upon completion of the Velodyne Merger and termination of employment of some of Velodyne executives and members of the board.

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

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


	September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents:
Money market funds	$	17,043	$	—	$	—	$	17,043

Short-term investments:
Commercial paper	—		$	53,832	—		53,832
Corporate debt and U.S. government agency securities	—		$	53,213	—		53,213
Total short-term investments	—		107,045		—		107,045
Total financial assets	$	17,043	$	107,045	$	—	$	124,088
Liabilities
Warrant liabilities	$	—	$	—	$	38	$	38
Total financial liabilities	$	—	$	—	$	38	$	38


	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

Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Market valuations of our investments which are classified as Level 2 are provided by an independent third party. In accordance with the fair value hierarchy, the market valuation sources include observable market inputs and are therefore considered Level 2 inputs for purposes of determining the fair values.

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).

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


	Private Placement Warrant Liability
Fair value as of December 31, 2023	$	229
Change in the fair value included in other income, net	(191)
Fair value as of September 30, 2024	$	38

Fair value as of December 31, 2022	$	180

Change in the fair value included in other income, net	(67)

Fair value as of September 30, 2023	$	113

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

The Company’s financial instruments that are not re-measured at fair value include accounts receivable, accounts payable, accrued and other current liabilities. The carrying values of these financial instruments approximate their fair values. 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). Unrealized gains and losses on the Company’s short-term investments were not significant as of September 30, 2024 and December 31, 2023, and therefore, the amortized cost of the Company’s short-term investments approximated its fair value.

- 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.

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+ Details