SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 9, 2025

Chen Geng
Chief Financial Officer
Ouster, Inc.
350 Treat Avenue
San Francisco, CA 94110

 Re: Ouster, Inc.
 Registration Statement on Form S-3
 Filed May 2, 2025
 File No. 333-286936
Dear Chen Geng:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Uwem Bassey at 202-551-3433 or Matt Derby at 202-551-3334
with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Drew Capurro
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 Ouster, Inc.
 350 Treat Avenue San Francisco,
California 94110 May 9, 2025 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E. Washington,
D.C. 20549-6010 Attention: Mr. Uwem Bassey

 Re:
 Ouster, Inc.

  
 Form S-3 (File
 No. 333-286936) To the addressee set forth above:
 In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-286936) (the “ Registration Statement ”) of Ouster, Inc. (the
“ Company ”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on May 12, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.
 Thank you for your assistance in this matter.

 Very truly yours,

 OUSTER, INC.

 By:

 /s/ Megan Chung

 Megan Chung

 General Counsel and Secretary

 cc:
 Angus Pacala, Ouster, Inc.

  
 Drew Capurro, Latham & Watkins LLP

CORRESP
1
filename1.htm

CORRESP

 Ouster, Inc.

350 Treat Avenue

 San Francisco,
California 94110

 May 23, 2023

 VIA EDGAR AND
E-MAIL

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E. Washington,
D.C. 20549-6010

 Attention: Lauren Pierce

Re:
 Ouster, Inc. Registration Statement on Form S-3 (Registration No. 333-271845)

 To the addressee set forth above:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-3 (Registration No. 333-271845) (as amended, the “Registration Statement”) of Ouster, Inc. (the
“Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on May 25, 2023, or as soon as practicable thereafter, or at such other time thereafter as our
counsel, Latham & Watkins LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

 Thank you for your assistance in this matter.

Very truly yours,

OUSTER, INC.

By:

/s/ Megan Chung

Megan Chung

General Counsel and Secretary

cc:
 Angus Pacala, Ouster, Inc.

Mark Weinswig, Ouster, Inc.

 Drew
Capurro, Latham & Watkins LLP

United States securities and exchange commission logo
May 19, 2023
Megan Chung
General Counsel
Ouster, Inc.
350 Treat Avenue
San Francisco, CA 94110
Re:Ouster, Inc.
Registration Statement on Form S-3
Filed May 11, 2023
File No. 333-271845
Dear Megan Chung:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Pierce at (202) 551-3887 or Jeff Kauten at (202) 551-3447 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Drew Capurro

CORRESP
1
filename1.htm

CORRESP

 December 6, 2022

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Re:
 Ouster, Inc.

Registration Statement on Form S-4

Filed November 23, 2022

(File No. 333-268556)

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission (the “Commission”) of the effective date of the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) of Ouster, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on December 8, 2022,
or as soon as practicable thereafter.

 The Company requests that we be notified of such effectiveness by a telephone call to Drew Capurro
of Latham & Watkins LLP at (714) 755-8008 or, in his absence, Nima Movahedi of Latham & Watkins LLP at (714) 755-8262 and that such effectiveness also
be confirmed in writing.

Very truly yours,

 /s/ Angus Pacala

Angus Pacala

Chief Executive Officer

Ouster, Inc.

cc:
 Via Email

Adam Dolinko, Ouster, Inc.

 Mark
Bekheit, Esq., Latham & Watkins LLP

 Drew Capurro, Esq., Latham & Watkins LLP

Nima Movahedi, Esq., Latham & Watkins LLP

United States securities and exchange commission logo
November 30, 2022
Angus Pacala
Chief Executive Officer
Ouster, Inc.
350 Treat Avenue
San Francisco, CA 94110
Re:Ouster, Inc.
Registration Statement on Form S-4
Filed November 23, 2022
File No. 333-268556
Dear Angus Pacala:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Drew Capurro

CORRESP
1
filename1.htm

CORRESP

 Ouster, Inc.

350 Treat Avenue

 San
Francisco, California 94110

 May 6, 2022

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

 Attention: Austin Pattan

            Re:

Ouster, Inc.

Registration Statement on Form S-3, as amended

File No. 333-264600

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form S-3 initially filed on May 2, 2022 (as amended, the “Registration Statement”) of Ouster, Inc. (the
“Company”). We respectfully request that the Registration Statement become effective as of 4:30 p.m. Eastern Time on May 9, 2022, or as soon as practicable thereafter. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

Thank you for your assistance in this matter.

 Very truly yours,

 OUSTER, INC.

By:

 /s/ Adam Dolinko

Adam Dolinko

General Counsel

cc:
 Angus Pacala, Ouster, Inc.

Benjamin Potter, Latham & Watkins LLP

Drew Capurro, Latham & Watkins LLP

United States securities and exchange commission logo
May 6, 2022
Angus Pacala
Chief Executive Officer
Ouster, Inc.
350 Treat Avenue
San Francisco, California 94110
Re:Ouster, Inc.
Registration Statement on Form S-3
Filed May 2, 2022
File No. 333-264600
Dear Mr. Pacala:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Drew Capurro

CORRESP
1
filename1.htm

CORRESP

 Ouster, Inc.

350 Treat Avenue

 San
Francisco, California 94110

 August 19, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

 Attention: Alexandra
Barone

Re:
 Ouster, Inc.

Registration Statement on Form S-1, as amended

File No. 333-254987

Ladies and Gentlemen:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1
initially filed on April 2, 2021 (as amended, the “Registration Statement”) of Ouster, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of
4:30 p.m. Eastern Time on August 19, 2021, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew
Capurro at (714) 755-8008.

 Thank you for your assistance in this matter.

Very truly yours,

OUSTER, INC.

By:

 /s/ Anna Brunelle

Anna Brunelle

Chief Financial Officer

cc:
 Angus Pacala, Ouster, Inc.

Myra Pasek, Ouster, Inc.

Benjamin Potter, Latham & Watkins LLP

Drew Capurro, Latham & Watkins LLP

CORRESP
1
filename1.htm

CORRESP

 Ouster, Inc.

350 Treat Avenue

 San Francisco,
California 94110

 April 7, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Ouster, Inc.

Registration Statement on Form S-1

Filed April 2, 2021

File No. 333-254987

 To whom it may
concern:

 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Ouster, Inc. (the “Company”)
hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-254987) be accelerated by the Securities
and Exchange Commission to 4:30 p.m. Washington D.C. time on April 9, 2021 or as soon as practicable thereafter.

 The Company
requests that we be notified of such effectiveness by a telephone call to Benjamin Potter of Latham & Watkins LLP at (650) 470-4809 or to Drew Capurro of Latham & Watkins LLP at (714) 755-8008 and that such effectiveness also be confirmed in writing.

Very truly yours,

 /s/ Anna Brunelle

Anna Brunelle

Chief Financial Officer

cc:
 Angus Pacala, Ouster, Inc.

Benjamin Potter, Latham & Watkins LLP

Drew Capurro, Latham & Watkins LLP

United States securities and exchange commission logo
April 5, 2021
Myra Pasek
General Counsel
Ouster, Inc.
350 Treat Avenue
San Francisco, California 94110
Re:Ouster, Inc.
Registration Statement on Form S-1
Filed April 2, 2021
File No. 333-254987
Dear Ms. Pasek:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Drew Capurro

CORRESP
1
filename1.htm

CORRESP

 Colonnade Acquisition Corp.

1400 Centrepark Blvd, Ste 810

 West
Palm Beach, FL 33401

 February 11, 2021

VIA EDGAR

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Colonnade Acquisition Corp.

Amendment No. 2 to Registration Statement on Form S-4

Filed February 10, 2021

File No. 333-251611

Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Colonnade Acquisition Corp. hereby respectfully requests that the effective date of the
above-captioned Registration Statement on Form S-4, as amended (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared effective at, 2:00 p.m., prevailing
Eastern Time, on February 12, 2021, or as soon as practicable thereafter.

 Please contact Joel Rubinstein
(joel.rubinstein@whitecase.com / telephone: (212) 819-7642) or Daniel Nussen (daniel.nussen@whitecase.com / telephone: (213) 620-7796) of White & Case LLP with
any questions and please notify one or more of them when this request for acceleration has been granted.

 [Signature Page Follows]

 Sincerely,

 By:

 /s/ Remy W. Trafelet

 Name:

 Remy W. Trafelet

 Title:

 Chief Executive Officer and Director

 cc: Joel Rubinstein, White & Case LLP

CORRESP
1
filename1.htm

CORRESP

 January 27, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, D.C. 20549

Attn: Alexandra Barone

 Re:    Colonnade Acquisition Corp.

Registration Statement on Form S-4

Filed December 22, 2020

File No. 333-251611

Dear Ms. Barone:

 On behalf of our client, Colonnade
Acquisition Corp., a Cayman Islands exempted company (the “Company”), we respond to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) with respect to the Registration Statement on Form S-4 filed on December 22, 2020 (the “Registration Statement”), which comments are set forth in the
Staff’s letter, dated January 21, 2021 (the “Comment Letter”). The Company is concurrently filing Amendment No. 1 to the Company’s Registration Statement (the “Amended Registration Statement”),
which includes changes to reflect responses to the Staff’s comments.

 For ease of reference, each comment contained in the Comment Letter is printed
below and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement.

Registration Statement on Form S-4 Submitted on December 22, 2020

Comparative Share Information, page 49

1.
 Disclose pro forma book value per share for Colonnade and Ouster. We refer you to our pro forma balance
sheet comments below.

 Response: In response to the Staff’s comment, the Company has revised its disclosure on page 50
of the Amended Registration Statement.

 Projected Financial Information, page 135

2.
 We note that the disclosed prospective financial information for Ouster, Inc. is a summary of projections
provided by Ouster to CLA. Tell us whether any other information was provided to CLA to support the projections. If so, disclose the material estimates and hypothetical assumptions upon which they are based.

 U.S. Securities and Exchange Commission

January 27, 2021

 Response: The Company has revised the disclosure beginning on page 135 of the Amended Registration
Statement to clarify the disclosure describing the material estimates and hypothetical assumptions that were provided to the Company and upon which such prospective financial information was based.

Unaudited Pro Forma Condensed Combined Financial Information, page 177

3.
 We note that the table on page 180 reflects post-merger ownership interests under two conditions: no
redemption and full redemption by former CLA Class A shareholders. Please expand your disclosures to clarify how the ownership interests of the various parties will change depending upon an actual redemption of CLA Class A between these
two polar extremes.

 Response: In response to the Staff’s comment, the Company has revised its disclosure on page 180 of
the Amended Registration Statement.

4.
 We note for accounting purposes, the Business Combination will be treated as a reverse recapitalization of
Ouster, the equivalent of Ouster issuing stock for the net assets (primarily cash) of CLA, accompanied by a recapitalization. In light of this conclusion, it is unclear why you refer to the merger as a business combination or disclose why Ouster has
been determined to be an accounting acquirer. Please revise your disclosures on page 177 and elsewhere throughout your filing so that they are consistent with your accounting conclusion.

Response: In response to the Staff’s comment, the Company has revised its disclosure beginning on page 177 of the Amended Registration Statement
and elsewhere in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

 Unaudited Pro Forma Condensed
Combined Balance Sheet, page 181

5.
 Please revise the pro forma balance sheet to present first a Colonnade pro forma balance sheet assuming no
redemptions and a Colonnade pro forma balance sheet assuming maximum redemptions, before presenting the pro forma combined balance sheets. In separate adjustment columns following the Colonnade historical balance sheet, present pro forma adjustments
to give effect to:

•

 the liquidation and reclassification of $200.0 million of investments held in the trust account to cash;

•

 the payment of $7.0 million of deferred underwriters’ fees; and

•

 the reclassification of CLA common stock subject to possible redemption to permanent equity, assuming no
redemptions.

 Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 181 –
182 of the Amended Registration Statement.

 2

 U.S. Securities and Exchange Commission

January 27, 2021

6.
 Please present an Ouster, Inc. pro forma balance sheet before presenting the pro forma combined balance
sheets. Present in a separate column following the Ouster, Inc. historical balance sheet, pro forma adjustments to give effect to:

•

 the conversion of all outstanding shares of Ouster’s redeemable convertible preferred stock into shares
of Ouster common stock;

•

 the net share settlement of all outstanding Ouster warrants and the elimination of the warrant liability; and

•

 an accrual for the estimated direct and incremental transaction costs incurred by Ouster related to the
Business Combination.

 Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 181
– 182 of the Amended Registration Statement.

7.
 Please disclose in footnote 2(J) the ratio of the exchange of Ouster common stock for Ouster PubCo common
stock.

 Response: In response to the Staff’s comment, the Company has revised its disclosure in footnote 2(K) (formerly
footnote 2(J)) on page 186 of the Amended Registration Statement.

 Information about Ouster

Market Opportunity, page 203

8.
 Please disclose the material facts and underlying assumptions that support your internal estimate that your
global total addressable market will be more than $8 billion by 2025.

 Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 204 of the Amended Registration Statement.

 Facilities, page 219

9.
 Please file your material leases as exhibits to the registration statement. See Item 601(b)(10) of
Regulation S-K.

 Response: The Company acknowledges the Staff’s comment and has
filed the material leases as exhibits to the of the Amended Registration Statement.

 Ouster’s Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page 220

10.
 Tell us whether there are any financial metrics used by Ouster’s management to evaluate financial
performance.

 3

 U.S. Securities and Exchange Commission

January 27, 2021

 Response: Given Ouster’s limited operating and sales history, Ouster’s management has
historically evaluated and currently evaluates the financial performance of the business primarily in light of Ouster’s sales and uses of cash. In evaluating sales, Ouster’s management focuses primarily on revenue, cost of revenue, gross
profit (loss) and gross margin, each as presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and as discussed in the section of the Registration Statement titled
“Ouster’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” (the “Ouster MD&A”). In evaluating uses of cash, and given Ouster’s continued investment in innovation,
Ouster’s management focuses primarily on net cash used in operating activities, with particular attention to research and development expenses, both as presented in accordance with GAAP and as discussed in the Ouster MD&A.

Executive Compensation, page 246

11.
 Please provide 2019 and 2020 compensation information for Ouster’s named executive officers. See Item
Instruction 1 to 402(c) of Regulation S-K.

 Response: In response to the Staff’s
comment, the Company has revised its disclosure beginning on page 247 of the Amended Registration Statement and elsewhere in the section titled “Executive Compensation.”

Exclusive Forum, page 265

12.
 We note that the exclusive forum provision under Ouster PubCo’s Proposed Certificate of Incorporation
designates the federal district courts of the United States as the exclusive forum for Securities Act claims. Please state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
Additionally, please highlight potential enforceability concerns in light of the fact that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder.

 Response: In response to the Staff’s comment,
the Company has revised its disclosure on page 266 of the Amended Registration Statement. The Company also directs the Staff’s attention to the existing disclosure on page 267 indicating that investors cannot waive compliance with federal
securities laws and the rules and regulations thereunder.

 Ouster, Inc. Financial Statements

Consolidated Statements of Operations and Comprehensive Loss, page F-63

13.
 Please revise the income statement line-item description “Gross Profit” to indicate there was a
gross loss. Similarly revise the interim period income statement and the pro forma income statements.

 Response: In response
to the Staff’s comment, the Company has revised its disclosures on page 44 and elsewhere in the Amended Registration Statement.

 4

 U.S. Securities and Exchange Commission

January 27, 2021

 General

14.
 Please provide us with copies of all written communications, as defined in Securities Act Rule 405, that
you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Securities Act Section 5(d), whether or not they retain copies of the communications.

Response: The Company will supplementally provide the Staff with copies of all written communications, as defined in Rule 405 under the Securities Act
of 1933, as amended (the “Securities Act”), that the Company, or anyone authorized to do so on its behalf, presents to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the
communications.

 * * *

 Please do not
hesitate to contact Daniel Nussen at (213) 620-7796 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

 /s/ White & Case LLP

White & Case LLP

 cc:     Joseph
S. Sambuco, Chairman of the Board of Directors, Colonnade Acquisition Corp.

 Justin Hamill, Latham & Watkins LLP

Benjamin Potter, Latham & Watkins LLP

 5

United States securities and exchange commission logo
January 21, 2021
Joseph S. Sambuco
Chairman of the Board of Directors
Colonnade Acquisition Corp.
1400 Centrepark Blvd, Ste 810
West Palm Beach, FL 33401
Re:Colonnade Acquisition Corp.
Registration Statement on Form S-4
Filed December 22, 2020
File No. 333-251611
Dear Mr. Sambuco:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Registration Statement on Form S-4 Submitted on December 22, 2020
Comparative Share Information, page 49
1.Disclose pro forma book value per share for Colonnade and Ouster.  We refer you to our
pro forma balance sheet comments below.
Projected Financial Information, page 135
2.We note that the disclosed prospective financial information for Ouster, Inc. is a summary
of projections provided by Ouster to CLA.  Tell us whether any other information was
provided to CLA to support the projections.  If so, disclose the material estimates and
hypothetical assumptions upon which they are based.

 FirstName LastNameJoseph S. Sambuco
 Comapany NameColonnade Acquisition Corp.
 January 21, 2021 Page 2
 FirstName LastName
Joseph S. Sambuco
Colonnade Acquisition Corp.
January 21, 2021
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 177
3.We note that the table on page 180 reflects post-merger ownership interests under two
conditions: no redemption and full redemption by former CLA Class A shareholders.
Please expand your disclosures to clarify how the ownership interests of the various
parties will change depending upon an actual redemption of CLA Class A between these
two polar extremes.
4.We note for accounting purposes, the Business Combination will be treated as a reverse
recapitalization of Ouster, the equivalent of Ouster issuing stock for the net assets
(primarily cash) of CLA, accompanied by a recapitalization.  In light of this conclusion, it
is unclear why you refer to the merger as a business combination or disclose why Ouster
has been determined to be an accounting acquirer.  Please revise your disclosures on page
177 and elsewhere throughout your filing so that they are consistent with your accounting
conclusion.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 181
5.Please revise the pro forma balance sheet to present first a Colonnade pro forma balance
sheet assuming no redemptions and a Colonnade pro forma balance sheet assuming
maximum redemptions, before presenting the pro forma combined balance sheets.  In
separate adjustment columns following the Colonnade historical balance sheet, present pro
forma adjustments to give effect to:
•the liquidation and reclassification of $200.0 million of investments held in the trust
account to cash;
•the payment of $7.0 million of deferred underwriters’ fees; and
•the reclassification of CLA common stock subject to possible redemption to
permanent equity, assuming no redemptions.
6.Please present an Ouster, Inc. pro forma balance sheet before presenting the pro forma
combined balance sheets.  Present in a separate column following the Ouster, Inc.
historical balance sheet, pro forma adjustments to give effect to:
•the conversion of all outstanding shares of Ouster’s redeemable convertible preferred
stock into shares of Ouster common stock;
•the net share settlement of all outstanding Ouster warrants and the elimination of the
warrant liability; and
•an accrual for the estimated direct and incremental transaction costs incurred by
Ouster related to the Business Combination.
7.Please disclose in footnote 2(J) the ratio of the exchange of Ouster common stock for
Ouster PubCo common stock.

 FirstName LastNameJoseph S. Sambuco
 Comapany NameColonnade Acquisition Corp.
 January 21, 2021 Page 3
 FirstName LastName
Joseph S. Sambuco
Colonnade Acquisition Corp.
January 21, 2021
Page 3
Information about Ouster
Market Opportunity, page 203
8.Please disclose the material facts and underlying assumptions that support your internal
estimate that your global total addressable market will be more than $8 billion by 2025.
Facilities, page 219
9.Please file your material leases as exhibits to the registration statement.  See Item
601(b)(10) of Regulation S-K.
Ouster’s Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 220
10.Tell us whether there are any financial metrics used by Ouster's management to evaluate
financial performance.
Executive Compensation, page 246
11.Please provide 2019 and 2020 compensation information for Ouster’s named executive
officers. See Item Instruction 1 to 402(c) of Regulation S-K.
Exclusive Forum, page 265
12.We note that the exclusive forum provision under Ouster PubCo’s Proposed Certificate of
Incorporation designates the federal district courts of the United States as the exclusive
forum for Securities Act claims. Please state that investors cannot waive compliance with
the federal securities laws and the rules and regulations thereunder. Additionally, please
highlight potential enforceability concerns in light of the fact that Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.
Ouster, Inc. Financial Statements
Consolidated Statements of Operations and Comprehensive Loss, page F-63
13.Please revise the income statement line-item description "Gross Profit" to indicate there
was a gross loss.  Similarly revise the interim period income statement and the pro forma
income statements.
General
14.Please provide us with copies of all written communications, as defined in Securities Act
Rule 405, that you, or anyone authorized to do so on your behalf, present to potential
investors in reliance on Securities Act Section 5(d), whether or not they retain copies of
the communications.

 FirstName LastNameJoseph S. Sambuco
 Comapany NameColonnade Acquisition Corp.
 January 21, 2021 Page 4
 FirstName LastName
Joseph S. Sambuco
Colonnade Acquisition Corp.
January 21, 2021
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at (202) 551-3815 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Daniel Nussen, Esq.