OUST Ouster Inc

As filed with the Securities and Exchange Commission on March 28, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

OUSTER, INC.

(Exact name of registrant as specified in its charter)

350 Treat Avenue

San Francisco, CA 94110 (415) 949-0188

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

Ouster, Inc. 2021 Incentive Award Plan

Velodyne Lidar, Inc. 2020 Equity Incentive Plan

(Full title of the plan)

Megan Chung

General Counsel and Corporate Secretary

350 Treat Avenue

San Francisco, CA 94110 (415) 949-0188

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Drew Capurro

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

(650) 328-4600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering (i) an additional 2,520,253 shares of Ouster, Inc. (the “Company”) common stock, par value $0.0001 per share (the “Common Stock”) issuable under the Company’s 2021 Incentive Award Plan (the “2021 Plan”) for which registration statements of the Company on Form S-8 (File Nos. 333-257859, 333-266140 and 333-270847) are effective and (ii) an additional 1,320,404 shares of the Company’s Common Stock issuable under the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the “2020 Plan” and together with the 2021 Plan, the “Plans”) for which a registration statement of the Company on Form S-8 (File No. 333-269748) is effective.

Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements on Form S-8, File Nos. 333-257859, 333-266140, 333-270847 and 333-269748, previously filed with respect to the 2021 Plan and the 2020 Plan, respectively, are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

The following documents, which have been filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

All reports and other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents or reports.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained therein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 28^th day of March, 2024.

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Ouster, Inc., hereby severally constitute and appoint Angus Pacala, Mark Weinswig and Megan Chung, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities held on the dates indicated.

Exhibit 5.1		650 Town Center Drive, 20th Floor
		Costa Mesa, California 92626-1925
		Tel: +1.714.540.1235 Fax: +1.714.755.8290
		www.lw.com
		FIRM / AFFILIATE OFFICES
		Austin		Milan
		Beijing		Munich
		Boston		New York
		Brussels		Orange County
		Century City		Paris
		Chicago		Riyadh
March 28, 2024		Dubai		San Diego
		Düsseldorf		San Francisco
		Frankfurt		Seoul
		Hamburg		Silicon Valley
		Hong Kong		Singapore
		Houston		Tel Aviv
		London		Tokyo
Ouster, Inc.		Los Angeles		Washington, D.C.
350 Treat Avenue		Madrid

San Francisco, California 94110

Re: Registration Statement on Form S-8; 3,840,657 shares of Ouster, Inc. Common Stock, par value $0.0001 per share

To the addressee set forth above:

We have acted as special counsel to Ouster, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 3,840,657 shares of its common stock, $0.0001 par value per share (the “Shares”), which includes (i) 2,520,253 shares issuable under the Company’s 2021 Incentive Award Plan (the “2021 Plan”) and (ii) 1,320,404 shares issuable under the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the “2020 Plan” and, together with the 2021 Plan, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 28, 2024 (the “Registration Statement”).

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, and assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares as provided in the DGCL.

March 28, 2024

Page 2

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Ouster, Inc. of our report dated March 28, 2024 relating to the financial statements, which appears in Ouster, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers LLP

San Jose, CA

March 28, 2024

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Ouster, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities