SEC Form 8-K filed

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1400 Centrepark Blvd, Ste 810

West Palm Beach, FL

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))

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Units, each consisting of one Class A ordinary share,

$0.0001 par value, and one-half of one Warrant to purchase one Class A ordinary share

The BCA Proposal. To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 21, 2020 (the “Merger Agreement”), by and among CLA, Beam Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Ouster Technologies, Inc. (f/k/a Ouster, Inc.), a Delaware corporation (“Ouster”), pursuant to which, among other things, following the Domestication of CLA to Delaware as described below, the merger of Merger Sub with and into Ouster (the “Merger”), with Ouster surviving the Merger as a wholly owned subsidiary of Ouster PubCo, in accordance with the terms and subject to the conditions of the Merger Agreement. The BCA Proposal was approved. The final voting tabulation for this proposal was as follows:

The Domestication Proposal. To consider and vote upon a proposal to approve, in connection with the consummation of the Business Combination (as defined below), the change of CLA’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”). The Domestication Proposal was approved. The final voting tabulation for this proposal was as follows:

Organizational Documents Proposal. To consider and vote upon a proposal to approve CLA’s proposed new certificate of incorporation (the “Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) in connection with the Business Combination. The Organizational Documents Proposal was approved. The final voting tabulation for this proposal was as follows:

The Advisory Organizational Documents Proposals. To consider and vote upon proposals to approve and adopt, on a non-binding advisory basis, certain material differences between the amended and restated memorandum and articles of association of CLA (the “Cayman Constitutional Documents”) and the Proposed Organizational Documents, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission as seven separate sub-proposals:

Advisory Organizational Documents Proposal 4A. To authorize the change in the authorized capital stock of CLA from 200,000,000 Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), 20,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 1,000,000 preference shares, par value $0.0001 per share (the “preference shares”), to 1,000,000,000 shares of common stock, par value $0.0001 per share, of Ouster PubCo (the “Ouster PubCo common stock”) and 100,000,000 shares of preferred stock, par value $0.0001 per share, of Ouster PubCo (the “Ouster PubCo preferred stock”). Advisory Organizational Documents Proposal 4A was approved. The final voting tabulation for this proposal was as follows:

Advisory Organizational Documents Proposal 4B. To authorize adopting Delaware as the exclusive forum for certain stockholder litigation. The Advisory Organizational Documents Proposal 4B was approved. The final voting tabulation for this proposal was as follows:

Advisory Organizational Documents Proposal 4C. To authorize electing not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders and, instead, be governed by a provision substantially similar to Section 203 of the DGCL. Advisory Organizational Documents Proposal 4C was approved. The final voting tabulation for this proposal was as follows:

Advisory Organizational Documents Proposal 4D. To approve provisions providing that the affirmative vote of at least two-thirds of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders to (i) adopt, amend or repeal the Proposed Bylaws and (ii) amend, alter, repeal or rescind Articles V(B), VII, VIII, IX, X, XI, XII and XIII of the Proposed Certificate of Incorporation. Advisory Organizational Documents Proposal 4D was approved. The final voting tabulation for this proposal was as follows:

Advisory Organizational Documents Proposal 4E. To approve provisions permitting the removal of a director only for cause and only by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote at an election of directors. Advisory Organizational Documents Proposal 4E was approved. The final voting tabulation for this proposal was as follows:

Advisory Organizational Documents Proposal 4F. To approve provisions requiring stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting. The Advisory Organizational Documents Proposal 4F was approved. The final voting tabulation for this proposal was as follows:

Advisory Organizational Documents Proposal 4G. To provide for certain additional changes, including, among other things, (i) changing the corporate name from “Colonnade Acquisition Corp.” to “Ouster, Inc.”, (ii) making Ouster PubCo’s corporate existence perpetual and (iii) removing certain provisions related to CLA’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which CLA’s board of directors believes is necessary to adequately address the needs of Ouster PubCo after the Business Combination. Advisory Organizational Documents Proposal 4G was approved. The final voting tabulation for this proposal was as follows:

The Stock Issuance Proposal. To consider and vote upon a proposal to approve for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of Ouster PubCo common stock pursuant to the Merger Agreement and certain subscription agreements to purchase shares of Ouster PubCo common stock entered into with certain Ouster stockholders and other institutional and accredited investors in connection with the Business Combination. The Stock Issuance Proposal was approved. The final voting tabulation for this proposal was as follows:

The Incentive Award Plan Proposal. To consider and vote on a proposal to approve the adoption of the Ouster, Inc. 2021 Incentive Award Plan and any form award agreements thereunder. The Incentive Award Plan Proposal was approved. The final voting tabulation for this proposal was as follows:

/s/ Remy W. Trafelet