Colonnade Acquisition Corp.

The company names a specific competitor in its intellectual property risk and two named contract manufacturers as supply dependencies — both are single points of failure it identifies itself. The condensed consolidated financial statements are not in the portion read here.

Third quarter guidance of $54.5 to $57.5 million brackets the second quarter's $55 million, so the sequential growth the company has been reporting is guided to flatten. The gross margin gain of 600 basis points sequentially is the more durable change, and $263 million of liquidity against a $4 million quarterly adjusted EBITDA loss is a long runway.

A single-underwriter deal for roughly 3.6 million shares plus a 15% greenshoe is a routine shelf takedown rather than a rescue financing, and using an automatic shelf means the company could bring it to market without an SEC review cycle. For former CLA holders the dilution is quantifiable at up to 4,165,157 shares once the option is counted. The price is not in the captured text, so whether the raise was struck at a discount to market cannot be judged from this document.

Ouster's own stockholders are not voting on the merger agreement: their ballot is the share issuance proposal, a charter amendment giving Ouster the option to effect a reverse stock split separate from and following the closing, and an adjournment proposal. The reverse split is therefore approved in advance but executed later at the board's discretion. The 0.8204 ratio is fixed and not adjusted for market moves, and each side is expected to hold approximately 50% of the combined company on a fully diluted basis.

The registrant here is the acquirer rather than the SPAC-descended target, so this filing is the issuance side of the same transaction Velodyne's holders vote on. The proposals put to Ouster's stockholders are a share issuance, a charter amendment permitting a reverse stock split after closing, and an adjournment — not the merger agreement itself. The two mergers are described as a single integrated transaction, with Merger Sub II as the surviving company and the combined company keeping the Ouster name.

This is a merger of two already-public companies, so there is no trust, no redemption right and no minimum-cash condition to read: on the 0.8204 ratio, Ouster holders and Velodyne holders each end with approximately 50% of the combined company on a fully diluted basis including equity awards. The dilution that does matter is Velodyne's warrant stack, which comes across — public warrants over 4,480,425 shares at $11.50, and a private warrant held by an affiliate of Amazon Inc. over up to 39,784,213 shares at $4.16, half vesting at the effective time.

What changed: Ouster, Inc. (Nasdaq: OUST) furnished a press release reporting second quarter 2026 results. Revenue was $55 million, up 56% year over year and 12% sequentially, with product revenue of $53 million, up 51%, on shipments of more than 17,000 lidar and camera sensors of which lidar was approximately 53%. GAAP gross margin was 49% against 45% a year earlier and 43% in the first quarter, and non-GAAP gross margin 53% against 52% and 46%. GAAP net loss was $18 million, a $2 million improvement year over year, and the adjusted EBITDA loss was $4 million. Why it matters: Third quarter guidance of $54.5 to $57.5 million brackets the second quarter's $55 million, so the sequential growth the company has been reporting is guided to flatten. The gross margin gain of 600 basis points sequentially is the more durable change, and $263 million of liquidity against a $4 million quarterly adjusted EBITDA loss is a long runway.