CORRESP 1 filename1.htm CORRESP

Ouster, Inc.

350 Treat Avenue

San Francisco, California 94110

May 23, 2023

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549-6010

Attention: Lauren Pierce

 

  Re:

Ouster, Inc. Registration Statement on Form S-3 (Registration No. 333-271845)

To the addressee set forth above:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (Registration No. 333-271845) (as amended, the “Registration Statement”) of Ouster, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on May 25, 2023, or as soon as practicable thereafter, or at such other time thereafter as our counsel, Latham & Watkins LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

Thank you for your assistance in this matter.

 

Very truly yours,
OUSTER, INC.
By:   /s/ Megan Chung
  Megan Chung
  General Counsel and Secretary

 

cc:

Angus Pacala, Ouster, Inc.

Mark Weinswig, Ouster, Inc.

Drew Capurro, Latham & Watkins LLP