Ouster, Inc. entered into a letter of intent to acquire Colonnade Acquisition Corp. (NYSE:CLA) for $1.6 billion in a reverse merger transaction on November 9, 2020. Ouster, Inc. entered into an agreement and plan of merger to acquire Colonnade Acquisition Corp. in a reverse merger transaction on December 21, 2020. All current Ouster stockholders will roll the entirety of their existing equity holdings into the combined company and expected to receive 81% of the pro forma equity. The $100 million fully committed common stock PIPE includes investments from existing investors, Cox Enterprises, Fontinalis Partners, and WWJr Enterprises. Upon closing of the business combination, the combined company will operate as Ouster, Inc., and is expected to remain listed on the NYSE under the ticker symbol “OUST”. Following completion of the business combination, Ouster will retain its experienced management team. Co-Founder Angus Pacala will continue to serve as Chief Executive Officer, co-founder Mark Frichtl will continue as Chief Technology Officer, and Anna Brunelle will continue to serve as Chief Financial Officer. Myra Pasek will serve as General Counsel and Vice President of People and Darien Spencer as Executive Vice President of Global Operations. Angus Pacala and Remy Trafelet are the Director Nominee of the combined company. As of January 15, 2021, Carl Bass is expected to be Director Nominee and Special Advisor, Jorge del Calvo, Director Nominee, Emmanuel Hernandez, Director Nominee, Susan Heystee, Director Nominee and Interim Chief Revenue Officer and Krishna Kantheti, Director Nominee of the combined company. As per filing on February 17, 2021, Carl Bass agreed to act as Chairman of the Board of Directors following the closing of transaction.

The transaction is subject to, among other things, the approval by Colonnade's shareholders and Ouster's shareholders and certain other customary closing conditions. The closing conditions also includes (i) the effectiveness of the proxy / registration statement on Form S-4 to be filed by CLA in connection with the Business Combination, (ii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iii) receipt of approval for listing on the NYSE of the shares to be issued in connection with the Merger, (iv) that CLA has at least $5,000,001 of net tangible assets upon Closing and (v) the PIPE Investment is at least equal to $100 million. The boards of directors of both Ouster and Colonnade have unanimously approved the proposed business combination. The special meeting of the Colonnade shareholders to approve the transaction will held on March 9, 2021. As of February 24, 2021, Colonnade's board of directors recommends the shareholders to vote for the Business Combination with Ouster. The transaction is expected to close after the extraordinary general meeting. The transaction is expected to be completed in the first half of 2021. As per updated filing, the Business Combination will be consummated in the first quarter of 2021. The transaction proceeds to be used to support acceleration of product roadmap, increase in software development investment, and build-out of Ouster's worldwide sales and marketing efforts.

Citigroup Global Markets Inc. acted as financial advisor and Justin Hamill, Ben Potter, Ryan Maierson, Drew Capurro, Lisa Watts, James Metz, Ashley Wagner, JD Marple, Haim Zaltzman, Jennifer Archie, Mandy Reeves, Peter Todaro and Joseph Simei of Latham & Watkins LLP acted as legal advisors to Ouster. Barclays Capital Inc. and BTIG, LLC are serving as financial and capital markets advisors to Colonnade, Joel Rubinstein, Daniel Nussen and Matthew Kautz of White & Case LLP acted as legal advisors, Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Morrow Sodali LLC acted as an information agent for CLA and will receive an advisory fee of $25,000 for the services rendered. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Ouster, Inc.