Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information presents the combination of the historical financial information of Ouster, Inc. (“Ouster”) and Velodyne Lidar, Inc. (“Velodyne”) adjusted to give effect to the transactions consummated on February 10, 2023 pursuant to the Agreement and Plan of Merger, dated as of November 4, 2022, by and among Ouster, Oban Merger Sub, Inc. (“Merger Sub I”), Oban Merger Sub II LLC (“Merger Sub II”) and Velodyne, referred to as the merger agreement. Under the merger agreement, Merger Sub I merged with and into Velodyne, with Velodyne as the surviving entity and continuing as a direct, wholly owned subsidiary of Ouster, in accordance with the applicable provisions of the Delaware General Corporate Law, as amended, referred to as the first merger, and, immediately after the first merger and as the second step in a single integrated transaction with the first merger, Velodyne merged with and into Merger Sub II, with Merger Sub II as the surviving entity and continuing as a direct, wholly-owned subsidiary of Ouster, in accordance with the Delaware Limited Liability Company Act, as amended, referred to as the second merger. The first merger and the second merger, together, are referred to as the “mergers.” The mergers are accounted for as a business combination with Ouster identified as accounting acquirer.

The unaudited pro forma condensed combined balance sheet as of December 31, 2022 combines the historical audited consolidated balance sheet of Ouster and the historical audited consolidated balance sheet of Velodyne as of December 31, 2022 on a pro forma basis as if the mergers had been consummated on December 31, 2022.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 combines the historical audited consolidated statement of operations of Ouster for the year ended December 31, 2022 and the historical audited consolidated statement of operations of Velodyne for the year ended December 31, 2022, giving effect to the mergers as if they had been consummated on January 1, 2022.

On April 20, 2023, Ouster filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to effect a one-for-10 reverse stock split of Ouster’s common stock (the “Reverse Stock Split”) and a corresponding reduction in Ouster’s authorized shares of common stock. The historical share and per share information included herein have been adjusted to reflect the Reverse Stock Split.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes:

• the historical audited consolidated financial statements of Ouster as of and for the year ended December 31, 2022 included in Ouster’s Annual Report on Form 10-K filed on March 24, 2023, and

• the historical audited consolidated financial statements of Velodyne as of and for the year ended December 31, 2022, included as Exhibit 99.1 to the Current Report on Form 8-K/A to which this Exhibit 99.2 is attached.

The pro forma financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786, which is referred to herein as Article 11.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the mergers occurred on the dates indicated, and do not reflect adjustments for any anticipated synergies, adjustments related to restructuring or integration activities, operating efficiencies, tax savings or cost savings. Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of Ouster following the completion of the mergers. Ouster and Velodyne did not have material historical relationships reflected in the historical financial statements prior to the entry into the merger agreement. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2022

(in thousands)

	Ouster (Historical)			Velodyne (Historical)			Pro Forma Adjustments				Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	122,932		$	27,773			(7,902	)	A	$	123,302
								(8,121	)	B
								(11,380	)	C
Restricted cash, current		257			—							257
Short-term investments		—			167,102							167,102
Accounts receivable, current		11,233			9,711			3,830		D		24,774
Inventory		19,533			9,975							29,508
Prepaid expenses and other current assets		8,543			8,804			(3,830	)	D		13,517
Total current assets		162,498			223,365			(27,403	)			358,460
Property and equipment, net		9,695			10,340							20,035
Operating lease, right-of-use assets		12,997			15,936			(4,690	)	D		24,243
Goodwill		51,152			4,289			102,445		D		157,886
Intangible assets, net		18,165			6,508			6,654		D		31,327
Restricted cash, non-current		1,089			—							1,089
Contract assets		—			12,013			(12,013	)	D		—
Accounts receivable, non-current		—			—			10,018		D		10,018
Other non-current assets		541			761							1,302
Total assets	$	256,137		$	273,212		$	75,011			$	604,360
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,798		$	3,965						$	12,763
Accrued and other current liabilities		17,473			32,987			(7,902	)	A		44,813
								(4,201	)	B
								(794	)	C
								7,251		E
Operating lease liability, current		3,221			3,100							6,321
Contract liabilities, current		—			5,726							5,726
Total current liabilities		29,492			45,778			(5,646	)			69,624
Operating lease liabilities, long-term portion		13,400			13,895			(987	)	D		26,308
Warrant liabilities		180			—							180
Debt		39,574			—							39,574
Contract liabilities, non-current		—			9,179			(6,443	)	D		2,736
Long-term tax liabilities		—			1,765			(1,765	)	D		—
Other non-current liabilities		1,872			352							2,224
Total liabilities		84,518			70,969			(14,841	)			140,646
Redeemable convertible preferred stock		—			—							—
Stockholders’ equity:
Preferred stock		—			—							—
Common stock		19			25			(6	)	D		38
Additional paid-in capital		613,665			892,357			(585,775	)	D		927,537
								6,383		F
								907		G
Accumulated other comprehensive loss		(441,916	)		(756	)		756		D		(441,916	)
Accumulated deficit		(149	)		(689,383	)		(3,920	)	B		(21,945	)
								(10,586	)	C
								696,634		D
								(7,251	)	E
								(6,383	)	F
								(907	)	G
Total stockholders’ equity		171,619			202,243			89,852				463,714
Total liabilities, reddemable comvertible preferred stock, and stockholders’ equity	$	256,137		$	273,212		$	75,011			$	604,360

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2022

(in thousands, except share and per share data)

	Ouster (Historical)			Velodyne (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Revenue
Product	$	41,029		$	33,868						$	74,897
License and services		—			10,087							10,087
Total revenue		41,029			43,955							84,984
Cost of revenue
Product		30,099			67,883			1,326		AA		100,348
								1,040		CC
License and services		—			784							784
Total cost of revenue		30,099			68,667			2,366				101,132
Gross profit (loss)		10,930			(24,712	)		(2,366	)			(16,148	)
Operating expenses
Research and development		64,317			73,309			94		BB		142,810
								5,090		CC
Sales and marketing		30,833			20,036			673		AA		53,383
								180		BB
								1,661		CC
General and administrative		61,203			47,434			3,920		DD		122,368
								6,109		BB
								2,795		CC
								907		EE
Total operating expenses		156,353			140,779			21,429				318,561
Loss from operations		(145,423	)		(165,491	)		(23,795	)			(334,709	)
Other income (expense)
Interest income		2,208			2,732							4,940
Interest expense		(2,694	)		(3	)						(2,697	)
Other income (expense), net		7,654			238							7,892
Total other income (expense), net		7,168			2,967							10,135
Loss before income taxes		(138,255	)		(162,524	)		(23,795	)			(324,574	)
Provision for (benefit from) income taxes		305			526							831
Net loss	$	(138,560	)	$	(163,050	)	$	(23,795	)		$	(325,405	)
Net loss per share
Basic and diluted	$	(7.79	)								$	(8.73	)
Weighted-average shares used in computing net loss per share
Basic and diluted		17,792,316										37,279,987

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

1. Description of the Transaction

Pursuant to the merger agreement, Merger Sub I merged with and into Velodyne, with Velodyne as the surviving entity and continuing as a direct, wholly owned subsidiary of Ouster, in accordance with the applicable provisions of the Delaware General Corporate Law, as amended, referred to as the first merger, and, immediately after the first merger and as the second step in a single integrated transaction with the first merger, Velodyne merged with and into Merger Sub II, with Merger Sub II as the surviving entity and continuing as a direct, wholly-owned subsidiary of Ouster, in accordance with the Delaware Limited Liability Company Act, as amended, referred to as the second merger. The first merger and second merger are referred to collectively herein as the “mergers.” The mergers are accounted for as a business combination in accordance with accounting standards codification 805 (“ASC 805”) with Ouster being identified as the accounting acquirer. Upon the consummation of the first merger, Velodyne’s equity holders received or have the right to receive shares of Ouster common stock at a deemed value of $1.26 per share based on the closing price of Ouster common stock shares on February 10, 2023 of $1.53, and after giving effect to the exchange ratio of 0.8204 based on the terms of the merger agreement. Accordingly, 19.5 million shares of Ouster common stock were immediately issued and outstanding, based on Velodyne’s outstanding common stock balance as of February 10, 2023 and accelerated vesting of certain restricted stock units (“RSUs”), performance stock awards (“PSAs”) and restricted stock awards (“RSAs”) upon closing of the first merger as discussed below:

• the cancellation of each issued and outstanding share of Velodyne common stock and the conversion of each such issued and outstanding share of Velodyne common stock into the right to receive 0.8204 shares of Ouster common stock, referred to the exchange ratio;

• the automatic vesting upon change of control of Ouster RSUs;

• the automatic vesting due to change of control and expected termination of Velodyne RSAs and PSAs;

• the automatic vesting upon change of control of a portion of a Velodyne warrant granted to a customer and exercisable into Velodyne common stock shares;

• the automatic vesting upon change of control of Velodyne RSUs;

• the conversion of each Velodyne warrant into the right to acquire a number of shares of Ouster common stock equal to the number of shares of Velodyne common stock subject to such Velodyne warrant and the exchange ratio with the corresponding adjustment to the exercise price of the warrants;

• the conversion of outstanding unvested restricted shares of Velodyne common stock into shares of Ouster common stock at the exchange ratio, which shares will continue to be governed by the same terms and conditions (including vesting and repurchase terms) effective immediately prior to the effective time of the first merger.

Ouster determined the preliminary acquisition consideration based on the fair value of Ouster’s common stock of $1.53 as of February 10, 2023, as follows:

	Number of Ouster’s common stock (in millions)		Preliminary Acquisition consideration (in thousands)
Fair value of shares of Ouster common stock issued to Velodyne equity holders		19.3	$	296,648
Fair value of Velodyne Restricted Stock units that were accelerated by a change of control trigger		0.1		776
Fair value of Velodyne vested warrants		2.1		9,177
Total consideration		21.5	$	306,601

For purposes of this pro forma analysis, the acquisition consideration of $306.6 million has been allocated based on the estimated fair values of identifiable assets and liabilities acquired as of February 10, 2023 (in thousands) as follows:

Fair value of total preliminary consideration transferred	$	306,601
Preliminary amounts of identifiable assets and liabilities assumed
Cash and cash equivalents		27,773
Short-term investments		167,102
Accounts receivable, current		13,541
Inventories		9,975
Prepaid and other current assets		4,974
Intangible assets
Customer relationships		5,562
Developed technology – hardware		2,500
Developed technology – software		5,100
Property and equipment, net		10,340
Right-of-use assets under operating leases		11,246
Noncurrent accounts receivable		10,018
Other noncurrent assets		761
Accounts payable, accrued and other current liabilities		(44,203	)
Operating lease liability, current		(3,100	)
Contract liabilities, current		(5,726	)
Noncurrent operating lease liabilities		(12,908	)
Noncurrent contract liabilities		(2,736	)
Other noncurrent liabilities		(352	)
Total identifiable net assets		199,867
Goodwill		106,734
	$	306,601

2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The adjustments included in the unaudited pro forma condensed combined balance sheets as of December 31, 2022, are as follows:

(A) Represents payment of costs incurred by Velodyne in connection with the mergers, which is reflected as decrease in cash and cash equivalents and accrued and other current liabilities.

(B) Represents payment of transaction costs incurred by Ouster in connection with the mergers, which is reflected as decrease in cash and cash equivalents, decrease in accrued and other current liabilities and increase in accumulated deficit.

(C) Represents cash severance payment to Velodyne employees terminated as direct result of the mergers, which is reflected as decrease in cash and cash equivalents, decrease in accrued and other current liabilities and increase in accumulated deficit.

(D) Represents application of acquisition accounting for the mergers, including elimination of Velodyne historical equity balances, issuance of 19.3 million shares of Ouster common stock in exchange for Velodyne’s common stock and RSAs and PSAs vested on the date of the first merger for which compensation cost had been already recognized prior to the date of the first merger, vesting of 50% of Velodyne common stock warrant issued to a customer as a result of the pre-existing change of control provision and replacement of such warrant by a warrant to purchase common stock of Ouster based on the exchange ratio, automatic vesting of Velodyne RSUs, replacement of Velodyne public warrants with Ouster warrants based on the exchange ratio and recognition of Velodyne identifiable assets at fair values.

(E) Represents accrual of costs incurred by Velodyne subsequent to December 31, 2022 in connection with the mergers.

(F) Represents stock-based compensation expense related to accelerated vesting of Ouster’s equity awards triggered by a change of control.

(G) Represents stock-based compensation expense related to acceleration of Velodyne RSAs and PSUs vested on February 10, 2023 for which no compensation cost had been recognized prior to the first merger.

There are no reclassification adjustments reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2022.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended as of December 31, 2022, are as follows:

(AA) Represents amortization expense related to the fair value of acquired Velodyne identifiable intangible assets, net of the amortization expense of $0.5 million already reflected in actual historical results. The $0.7 million of amortization expense related to the acquired customer relationship is recognized as Sales and marketing expense based on an estimated weighted average useful life of eight years, the $0.8 million amortization expense related to the acquired developed technology hardware intangible asset is recognized as Cost of product revenue expense based on an estimated useful life of three years and the $1.0 million amortization expense related to the acquired developed technology software intangible asset is recognized as Cost of product revenue expense based on an estimated useful life of five years. The amortization of the intangible assets is based on a straight-line amortization method as this represents management’s best estimate of the pattern of utilization for the intangible assets.

(BB) Represents stock-based compensation expense related to accelerated vesting of Ouster’s equity awards triggered by a change of control.

(CC) Represents accrual for cash severance payment to Velodyne employees terminated as direct result of the mergers.

(DD) Represents transaction costs incurred by Ouster in connection with the mergers.

(EE) Represents stock-based compensation expense related to acceleration of Velodyne RSAs and PSUs vested on February 10, 2023 for which no compensation cost had been recognized prior to the first merger.

There are no reclassification adjustments reflected in the Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2022.

3. Net Loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding. As the first merger is being reflected as if it had occurred as of January 1, 2022, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes the shares issued in connection with the first merger have been outstanding for the entire periods presented.

(in thousands, except share and per share data)	Year Ended December 31, 2022
Pro forma net loss	$	(325,405	)
Basic and diluted weighted average shares outstanding		37,279,987
Pro forma net loss per share - Basic and Diluted (1)	$	(8.73	)
Weighted average shares outstanding- basic and diluted
Former Ouster shareholders (2)		17,792,316
Former Velodyne shareholders (2)		19,487,671
		37,279,987

(1) Outstanding options, restricted stock awards, unvested restricted stock units and warrants are anti-dilutive and are not included in the calculation of diluted net loss per share.

(2) Includes impact of acceleration of vesting of equity awards upon change of control or change of control and employment termination.