UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~January 26~~February 1, 2023

VELODYNE LIDAR, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38703	83-1138508
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5521 Hellyer Avenue

San Jose, California

95138

(Address of principal executive offices)

(Zip Code)

(669) 275-2251

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading symbol(s)	Name of exchange on which registered
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	VLDR	The Nasdaq Stock Market LLC
Warrants, each exercisable for three-quarters of one share of common stock	VLDRW	The Nasdaq Stock Market LLC
Preferred Stock Purchase Rights	—	(1)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (117 CFR §230.405) ~~Attached~~ toor Rule 12b-2 of the ~~Common~~Securities ~~Stock~~Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☒

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas anelected ~~emerging~~not ~~growth~~to ~~company~~use asthe ~~defined~~extended intransition ~~Rule~~period ~~405~~for ofcomplying ~~the~~with ~~Securities~~any ~~Act~~new ofor ~~1933~~revised ~~(§230.405~~financial ofaccounting ~~this~~standards ~~chapter)~~provided orpursuant ~~Rule~~to ~~12b-2~~Section 13(a) of the ~~Securities~~ Exchange Act ~~of 1934 (§240~~.~~12b-2~~ ~~of this chapter). Emerging growth company~~ ☐

IfExplanatory anNote 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 13(a) of the Exchange Act.

~~Item~~The 5information contained in this Current Report on Form 8-K is incorporated by reference into the proxy statement filed by Velodyne Lidar, Inc.07 (“Velodyne”) with the Securities and Exchange Commission (the “SEC”) on December 8, 2022 (as supplemented, the “Proxy Statement”). ~~Submission~~All terms used in this Current Report on Form 8-K, but not otherwise defined, shall have the meanings ascribed to such terms in the Proxy Statement. The following information should be read in conjunction with the Proxy Statement, which should be read in its entirety. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement such information in the Proxy Statement. The inclusion in this Current Report on Form 8-K of ~~Matters~~certain summary unaudited prospective financial information should not be regarded as an indication that any of Velodyne, Ouster or their respective affiliates, officers, directors or other representatives, or any other recipient of this information, considered, or now considers, it to abe ~~Vote~~material or to be reliably predictive of ~~Security~~actual ~~Holders~~future results, and the unaudited prospective financial information should not be relied upon as such.

~~The~~As ~~information~~previously disclosed, on November 4, 2022, Velodyne entered into an Agreement and Plan of Merger with Ouster, Inc. (“Ouster”), Oban Merger Sub, Inc. and Oban Merger Sub II LLC (as may be amended from time to time, the “Merger Agreement”) in ~~Item~~connection 8with the proposed combination (the “Transaction”) of Velodyne and Ouster.01 ~~below~~The information in this Current Report on Form 8-K is ~~incorporated~~being ~~herein~~filed byto ~~reference~~update and supplement the Proxy Statement, which relates to Velodyne’s special meeting of stockholders to be held in connection with the Transaction. This supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety, including the annexes thereto and the cautionary notes regarding the risks and limitations associated with relying on prospective financial information.

Item 8 2.~~01.~~02 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~January~~February 261, 2023, Velodyne ~~Lidar,~~issued ~~Inc. (“Velodyne”) convened~~ a ~~special~~ ~~meeting~~press ofrelease ~~stockholders~~reporting ~~(the “Special~~its ~~Meeting”).~~revenue Asresults offor the ~~close~~quarter ofended ~~business on~~ December 531, 2022~~, the record date of the Special Meeting, there were 238,281,867 shares of common stock, par value $0~~.~~0001~~ ~~per~~The ~~share,~~press ofrelease ~~Velodyne~~is ~~(“Velodyne~~attached ~~Common Stock”) outstanding, each of which was entitled~~ to ~~one~~this ~~vote~~Current Report on ~~each~~Form ~~proposal~~8-K atas ~~the~~Exhibit ~~Special Meeting~~99.1.

AtVelodyne ~~that~~exceeded ~~time,~~its ~~there~~fourth ~~were~~quarter ~~not~~2022 ~~present~~guidance orof ~~represented~~$13 million byto ~~proxy~~$15 million ain ~~sufficient~~billings ~~number~~and of$12 ~~shares of Velodyne Common Stock~~ to ~~constitute~~$14 million ain ~~quorum~~revenue. ~~Accordingly,~~Billings ~~Velodyne~~represents ~~adjourned~~ the ~~Special~~dollar ~~Meeting~~value ~~without~~of ~~any~~products ~~business~~and ~~being~~services ~~conducted,~~provided induring ~~order~~the tocurrent ~~allow~~period ~~time to achieve quorum~~ and toinvoiced ~~allow Velodyne’s stockholders additional time~~ to ~~vote on~~ the ~~proposals~~customer. ~~set~~Management ~~forth~~uses inthis ~~Velodyne’s definitive~~metric ~~proxy~~to ~~statement~~track ~~filed~~commercial ~~with~~growth, ~~the~~establish ~~U.S.~~performance ~~Securities~~targets and ~~Exchange~~make ~~Commission~~budgetary ~~(the~~and ~~“SEC”)~~operating ondecisions. ~~December 8,~~Billings ~~2022,~~excludes asthe ~~supplemented~~effect byof ~~Velodyne’s~~the ~~Current~~contra ~~Report~~revenue onrecognized ~~Form~~in ~~8-K~~connection ~~as filed~~ with the ~~SEC~~Amazon ~~on January 13, 2023 (the “Proxy Statement”)~~warrants.

~~The adjourned Special Meeting will reconvene on February 3, 2023 at 9:00 a~~Item 8.m.01 ~~Pacific~~Other ~~Time,~~Events ~~to be held in person, at 5521 Hellyer Avenue, San Jose, CA 95138.~~

~~The~~Under ~~close~~the terms of ~~business~~the onMerger ~~December 5~~Agreement, ~~2022~~following ~~will~~the ~~continue~~closing toof bethe Transaction, the ~~record~~board ~~date~~of ~~for~~directors of the ~~determination~~combined ofcompany ~~stockholders~~(the of“New ~~Velodyne~~Ouster ~~entitled~~Board”) is expected to ~~vote~~be atcomprised ~~the~~of ~~Special~~eight ~~Meeting~~members, including Dr. Ted ~~Stockholders~~Tewksbury, ofVelodyne’s current chief executive officer, three other individuals designated by the Velodyne ~~who~~board ~~have~~of ~~previously~~directors, ~~submitted~~Angus ~~their~~Pacala, ~~proxy~~Ouster’s orchief ~~otherwise~~executive ~~voted~~officer, and ~~who~~three doother ~~not~~individuals ~~want~~designated toby ~~change~~the ~~their~~Ouster ~~vote~~board doof ~~not~~directors. ~~need~~Dr. Tewksbury is expected to ~~take~~serve ~~any~~as ~~action~~Executive Chairman of the New Ouster Board. The parties anticipate that the following individuals will be designated to serve on the New Ouster Board as shown below:

NoVelodyne ~~changes~~Designees ~~have~~Ouster ~~been~~Designees ~~made to the proposals to be voted on by stockholders at the Special Meeting~~Dr. ~~Velodyne~~Ted ~~encourages~~Tewksbury ~~all~~Angus ofPacala ~~its~~Virginia ~~stockholders~~Boulet toSusan ~~read~~Heystee ~~the~~Ernest ~~Proxy~~Maddock ~~Statement,~~Karin ~~which~~Rådström isKristin ~~available~~Slanina ~~free~~Riaz ~~of charge on the SEC’s website at www.sec.gov.~~Valani

~~During~~Provided ~~the~~below ~~period~~are ofbiographical ~~adjournment,~~details ~~Velodyne~~on ~~will~~each ~~continue~~of tothe ~~solicit~~eight ~~votes~~anticipated ~~from~~designees ~~its stockholders with respect~~ to the ~~proposals~~New ~~set~~Ouster ~~forth in the Proxy Statement~~Board. ~~Velodyne encourages all stockholders who have not yet voted to do so promptly.~~

~~On January 26, 2023,~~ Velodyne ~~issued~~Designees ~~a press release announcing the adjournment of the Special Meeting. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.~~

Theodore L. Tewksbury, Ph.D.

Dr. Theodore L. Tewksbury has served as Velodyne’s Chief Executive Officer since November 2021. Prior to that, he was CEO of Eta Compute, a provider of ultra-low power AI vision systems, since August 2019. Dr. Tewksbury has served as a member of the board of directors of Maxlinear, Inc. since May 2015. From February 2017 to March 2019, Dr. Tewksbury was Chairman, President and CEO of Energy Focus, Inc., a provider of high-performance LED lighting technology. Dr. Tewksbury served as interim president and chief executive officer of Entropic from November 2014 until MaxLinear’s acquisition of Entropic in April 2015. Dr. Tewksbury also served as a director of Entropic from September 2010 through April 2015. From 2013 to November 2014, Dr. Tewksbury was an independent consultant to technology companies. From 2008 to 2013, Dr. Tewksbury served as the president and chief executive officer and as a member of the board of directors of Integrated Device Technology, Inc., a publicly traded, mixed signal semiconductor solutions company. Prior to joining Integrated Device Technology, he was the president and chief operating officer of AMI Semiconductor, a mixed signal semiconductor company from 2006 to 2008. Prior to that, Dr. Tewksbury served as managing director at Maxim Integrated Products, Inc., a designer, manufacturer and seller of high-performance semiconductor products, from 2000 to 2006. Dr. Tewksbury was a member of the board of directors of the Global Semiconductor Alliance from 2011 to 2013. Dr. Tewksbury holds a B.S. in Architecture and an M.S. and a Ph.D. in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.

Virginia Boulet

Ms. Boulet has served as a member of Velodyne’s board of directors since November 2021 and was appointed Chairperson in July 2022. She served as a Managing Director of Legacy Capital, LLC from April 2014 until 2019. From 2014 through 2018, she was an adjunct professor of law at Loyola University Law School. From 2002 to March 2014, Ms. Boulet served as Special Counsel at the law firm of Adams and Reese, LLP. She also served as President and Chief Operating Officer of IMDiversity, Inc. from March 2002 to March 2004. Prior to 2002, Ms. Boulet was a partner at the law firms of Phelps Dunbar, LLP, and Jones Walker. Ms. Boulet serves as a director of W&T Offshore, Inc (WTI:NYSE), the Chairperson of its Nominating and Corporate Governance Committee and on its Audit and Compensation committees. Ms. Boulet received a B.A. from Yale University, and a J.D., cum laude, from Tulane University.

Ernest Maddock

Mr. Maddock served as Chief Financial Officer of Micron Technology, Inc. from 2015 until his retirement in 2018. Prior to that, he served as Executive Vice President and Chief Financial Officer of Riverbed Technology, Inc. from 2013 to 2015. From 1997 to 2013, Mr. Maddock served in various roles at Lam Research Corporation, culminating in the position of Chief Financial Officer from 2008 to 2013. Mr. Maddock has served on the boards of directors of Ultra Clean Holdings Inc. (Nasdaq: UCTT) since June 2018, Avnet (Nasdaq: AVT) since August 2021 and Teradyne (Nasdaq:TER) since November 2022. Mr. Maddock previously served on the Board of Intersil Corporation (Nasdaq: ISIL) from 2015 until its acquisition in 2017. Mr. Maddock received a BS in Industrial Management from the Georgia Institute of Technology and an MBA with a specialization in Finance from Georgia State University.

Kristin Slanina

Ms. Slanina has served as a member of Velodyne’s board of directors since July 2021, and serves on Velodyne’s Audit Committee and Nominating and Corporate Governance Committee. Ms. Slanina is the Chief Innovation Officer at ParkMyFleet, a provider of parking locations and technology solutions for fleet operations, a position she has held since March 2021. Previously, she served as Chief Operating Officer of TrueCar, an automotive pricing and information website for new and used car buyers, from September 2020 to March 2021 where she led the newly formed solutions group and helped the company accelerate into its next phase of growth. Before TrueCar, she was Chief Transformation Officer of Thirdware Consulting, an IT consulting organization, from January 2019 to September 2020, where she led the Emerging Technology group and paved the way for Thirdware’s status as a Tier 1 partner with Ford and other OEMs on vehicle software development, machine learning and blockchain technology. Prior, Ms. Slanina has held roles of increasing responsibility at Ernst & Young, a global professional services firm, and Fiat Chrysler Automobiles, a manufacturer of automobiles, after spending the first 18 years of her career at Ford Motor Company, beginning as a powertrain engineer. Ms. Slanina has served on the Board of Comstock Inc. (NYSE MKT: LODE) since May 2022. She holds an M.S. and a B.S. in Mechanical Engineering from Massachusetts Institute of Technology.

Ouster Designees

Angus Pacala

Angus Pacala has served as Ouster’s Chief Executive Officer and director since he co-founded Ouster in June 2015. Previously, Mr. Pacala was Director of Engineering at Quanergy, Inc. from November 2012 to February 2015. Prior to that, Mr. Pacala was Battery Engineer at Amprius, Inc. from June 2011 to October 2012. Mr. Pacala holds a Bachelor of Science degree in mechanical engineering and a Master of Science degree in mechanical engineering from Stanford University.

Susan Heystee

Susan Heystee has served as a member of the Ouster board of directors since September 2018 and as Ouster’s Interim Chief Revenue Officer since January 2021. Previously, Ms. Heystee was Senior Vice President of Global Automotive Business at Verizon Connect from January 2017 to June 2018. Previously, Ms. Heystee served as Executive Vice President of Global Sales and OEM Business at Telogis, which was acquired by Verizon in July 2016, from February 2010 to December 2016. Ms. Heystee has also served as a member of the board of directors of revVana Inc., a private software-as-a-service company providing revenue realization management solutions, since April 2020, as well as ChargePoint, an electric vehicle infrastructure company, since May 2021. Ms. Heystee holds Bachelor’s degrees in mathematics and business from the University of Waterloo and an executive degree from the Advanced Management Program at Harvard Business School.

Karin Rådström

Karin Rådström has served as the Chief Executive Officer Mercedes-Benz Trucks and as a member of the Board of Management at Daimler Truck AG since February 2021, and as a member of the Supervisory Board of Piab AB, Sweden since June 2019. Ms. Rådström served as Head of Sales and Marketing and as a member of the Executive Board of Scania CV AB (“Scania”) from March 2019 to January 2020. She previously served as Senior Vice President, Head of Buses and Coaches of Scania from November 2016 to February 2019 and as Director of Pre-Sales and Marketing Communication of Scania East Africa Ltd. in Nairobi from October 2014 to December 2015. She holds a Master of Engineering in Industrial Management from the Royal Institute of Technology in Stockholm.

Riaz Valani

Riaz Valani is a general partner and founder at Global Asset Capital. He previously served as chairman of Viventures Partners SA, president of IMDI/Sonique, and a member of Gruntal & Co.’s asset securitization group. Global Asset Capital, LLC is a private equity investor with diversified interests in venture capital, structured finance, and real estate. GAC has a strong track record of success in building enterprises across the telecommunications, media, and technology industries. Riaz also serves on the board of Pratham USA, a charity that supports the work of Pratham, an innovative learning organization created to improve the quality of education in India.

Cautionary Statement Regarding Forward-Looking Statements

This ~~communication~~Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities law. Such statements are based upon current plans, estimates and expectations of the management of Ouster, ~~Inc. (“Ouster”)~~ and Velodyne ~~Lidar, Inc. (“Velodyne”)~~ that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than historical facts, including statements regarding the timing of the Special Meeting; the anticipated Board designees and Board composition of the combined company following the closing of the proposed merger; Ouster’s and Velodyne’s anticipated financial results for the year ended December 31, 2022; the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; the cash position of the combined company; the competitive ability and position of the combined company; and any assumptions underlying any of the foregoing, are forward-looking statements. Important factors that could cause actual results to differ materially from Ouster’s and Velodyne’s plans, estimates or expectations could include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect Ouster’s and Velodyne’s businesses and the price of their respective securities; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the potential failure to satisfy the conditions to the consummation of the proposed transaction, including obtaining stockholder and regulatory approvals; (iii) the proposed transaction may involve unexpected costs, liabilities or delays; (iv) the effect of the announcement, pendency or completion of the proposed transaction on the ability of Ouster or Velodyne to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Ouster or Velodyne does business, or on Ouster’s or Velodyne’s operating results and business generally; (v) Ouster’s or Velodyne’s respective businesses may suffer as a result of uncertainty surrounding the proposed transaction and disruption of management’s attention due to the proposed transaction; (vi) the outcome of any legal proceedings related to the proposed transaction or otherwise, or the impact of the proposed transaction thereupon; (vii) Ouster or Velodyne may be adversely affected by other economic, business, and/or competitive factors; (viii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement and the proposed transaction; (ix) restrictions during the pendency of the proposed transaction that may impact Ouster’s or Velodyne’s ability to pursue certain business opportunities or strategic transactions; (x) the risk that Ouster or Velodyne may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or that required governmental and regulatory approvals may delay the consummation of the proposed transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; (xi) risks that the anticipated benefits of the proposed transaction or other commercial opportunities may otherwise not be fully realized or may take longer to realize than expected; (xii) the impact of legislative, regulatory, economic, competitive and technological changes; (xiii) risks relating to the value of the Ouster shares to be issued in the proposed transaction; (xiv) the risk that integration of the proposed transaction post-closing may not occur as anticipated or the combined company may not be able to achieve the growth prospects and synergies expected from the proposed transaction, as well as the risk of potential delays, challenges and expenses associated with integrating the combined company’s existing businesses; (xv) exposure to inflation, currency rate and interest rate fluctuations and risks associated with doing business locally and internationally, as well as fluctuations in the market price of Ouster’s and Velodyne’s traded securities; (xvi) the impact of the COVID-19 pandemic on Ouster’s and Velodyne’s business and general economic conditions; (xvii) the market for and adoption of lidar and related technology and the combined company’s ability to compete in a market that is rapidly evolving and subject to technological developments; (xviii) the impact of cost increases and supply chain shortages in the components needed for the production of lidar products and related technology; and (xix) the unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Ouster’s and Velodyne’s response to any of the aforementioned factors. Additional factors that may affect the future results of Ouster and Velodyne are set forth in their respective filings with the United States Securities and Exchange Commission (the “SEC”), including each of Ouster’s and Velodyne’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. See in particular Ouster’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 in Part I, Item 1A, “Risk Factors,” as updated by Ouster’s most recent Quarterly Report on Form 10-Q in Part II, Item 1A, “Risk Factors” and Velodyne’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, in Part II, Item 1A, “Risk Factors.” The risks and uncertainties described above and in the SEC filings cited above are not exclusive and further information concerning Ouster and Velodyne and their respective businesses, including factors that

Velodyne’s operating results and business generally; (v) Ouster’s or Velodyne’s respective businesses may suffer as a result of uncertainty surrounding the proposed transaction and disruption of management’s attention due to the proposed transaction; (vi) the outcome of any legal proceedings related to the proposed transaction or otherwise, or the impact of the proposed transaction thereupon; (vii) Ouster or Velodyne may be adversely affected by other economic, business, and/or competitive factors; (viii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement and the proposed transaction; (ix) restrictions during the pendency of the proposed transaction that may impact Ouster’s or Velodyne’s ability to pursue certain business opportunities or strategic transactions; (x) the risk that Ouster or Velodyne may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or that required governmental and regulatory approvals may delay the consummation of the proposed transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; (xi) risks that the anticipated benefits of the proposed transaction or other commercial opportunities may otherwise not be fully realized or may take longer to realize than expected; (xii) the impact of legislative, regulatory, economic, competitive and technological changes; (xiii) risks relating to the value of the Ouster shares to be issued in the proposed transaction; (xiv) the risk that integration of the proposed transaction post-closing may not occur as anticipated or the combined company may not be able to achieve the growth prospects and synergies expected from the proposed transaction, as well as the risk of potential delays, challenges and expenses associated with integrating the combined company’s existing businesses; (xv) exposure to inflation, currency rate and interest rate fluctuations and risks associated with doing business locally and internationally, as well as fluctuations in the market price of Ouster’s and Velodyne’s traded securities; (xvi) the impact of the COVID-19 pandemic on Ouster’s and Velodyne’s business and general economic conditions; (xvii) the market for and adoption of lidar and related technology and the combined company’s ability to compete in a market that is rapidly evolving and subject to technological developments; (xviii) the impact of cost increases and supply chain shortages in the components needed for the production of lidar products and related technology; and (xix) the unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Ouster’s and Velodyne’s response to any of the aforementioned factors. Additional factors that may affect the future results of Ouster and Velodyne are set forth in their respective filings with the United States Securities and Exchange Commission (the “SEC”), including each of Ouster’s and Velodyne’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. See in particular Ouster’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 in Part I, Item 1A, “Risk Factors,” as updated by Ouster’s most recent Quarterly Report on Form 10-Q in Part II, Item 1A, “Risk Factors” and Velodyne’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, in Part II, Item 1A, “Risk Factors.” The risks and uncertainties described above and in the SEC filings cited above are not exclusive and further information concerning Ouster and Velodyne and their respective businesses, including factors that potentially could materially affect their respective businesses, financial conditions or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements.

Any such forward-looking statements represent management’s reasonable estimates and beliefs as of the date of this document. While Ouster and Velodyne may elect to update such forward-looking statements at some point in the future, they disclaim any obligation to do so, other than as may be required by law, even if subsequent events cause their views to change.

Financial Disclosure Advisory

Ouster and Velodyne report financial results in accordance with U.S. generally accepted accounting principles. All financial data in this press release is preliminary and represents the most current information available to Ouster and Velodyne’s management, as financial closing procedures for the quarter and year ended December 31, 2022 are not yet complete. These estimates are not a comprehensive statement of either company’s financial results for the year ended December 31, 2022 and actual results may differ materially from these estimates as a result of the completion of normal year-end accounting procedures and adjustments, including the execution of internal control over financial reporting, the completion of the audit of the financial statements for the year ended December 31, 2022 and the subsequent occurrence or identification of events prior to the formal issuance of the fourth quarter and annual financial results.

Additional Information

In connection with the proposed ~~transaction,~~merger ~~Ouster and~~ Velodyne ~~have~~has filed with the SEC, and ~~the~~mailed ~~SEC~~or ~~has~~otherwise ~~declared~~provided ~~effective~~to onits ~~December 8,~~stockholders ~~2022,~~ a ~~registration statement on Form S-4 (File No. 333-268556), as amended and supplemented, that includes a~~ joint proxy statement ~~of Ouster and Velodyne and also constitutes a~~ /prospectus ~~with~~regarding ~~respect to shares of Ouster’s common stock to be issued in~~ the proposed ~~transaction~~merger (~~the~~as ~~“Joint~~amended ~~Proxy~~or ~~Statement/Prospectus”).~~supplemented ~~Velodyne~~from ~~and~~time ~~Ouster commenced mailing of the Joint Proxy Statement/Prospectus~~ to ~~their respective stockholders on December 9~~time, ~~2022 and December 14, 2022, respectively. This communication is not a substitute for~~ the “Joint Proxy Statement/Prospectus ~~or any other document which Ouster or Velodyne may file with the SEC~~”). INVESTORS AND ~~OUSTER’S AND~~ VELODYNE’S ~~RESPECTIVE~~ STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS ~~IN ITS ENTIRETY~~ AND ANY OTHER DOCUMENTS FILED BY EACH OF OUSTER AND VELODYNE WITH THE SEC IN CONNECTION WITH THE PROPOSED ~~TRANSACTION~~MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ~~TRANSACTION~~MERGER AND THE PARTIES TO THE PROPOSED ~~TRANSACTION~~MERGER. Investors and stockholders may obtain a free ~~copies~~copy of the Joint Proxy Statement/Prospectus and other documents containing important information about Ouster and Velodyne ~~that are filed or will be filed with the SEC by Ouster and Velodyne~~ from the SEC’s website at www.sec.gov. Ouster and Velodyne make available free of charge at www.ouster.com and www.velodynelidar.com, respectively (in the “Investors” section), copies of materials they file with, or furnish to, the SEC.

No Offer or Solicitation

This ~~communication~~Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Participants in the Solicitation

Ouster, Velodyne and their respective directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the stockholders of ~~Ouster and~~ Velodyne in connection with the proposed ~~transaction~~merger. Securityholders may obtain information regarding the names, affiliations and interests of Ouster’s directors and executive officers in Ouster’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 28, 2022, and its definitive proxy statement for the 2022 annual meeting of stockholders, which was filed with the SEC on April 27, 2022. Securityholders may obtain information regarding the names, affiliations and interests of Velodyne’s directors and executive officers in Velodyne’s definitive proxy statement for the 2022 annual meeting of stockholders, which was filed with the SEC on April 29, 2022. Additional information regarding the interests of such individuals in the proposed ~~transaction~~merger isare included in the Joint Proxy Statement/Prospectus relating to the proposed merger filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, Ouster’s investor website at ~~www~~https://investors.ouster.com/ and Velodyne’s investor website at ~~www~~https://investors.velodynelidar.com/.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Exhibit Description
Exhibit No.		Description
99.1		Joint Press Release of Ouster, Inc. and Velodyne Lidar, Inc., dated ~~January~~February 261, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VELODYNE LIDAR, INC. By: /s/ Daniel Horwood Name: Daniel Horwood Title: General Counsel and Secretary

Date: January 26, 2023

VELODYNE LIDAR, INC.

DATE: February 2, 2023

/s/ Daniel Horwood

Daniel Horwood

General Counsel and Corporate Secretary

Filing Compare · Velodyne Lidar, Inc.