(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2020~~

March 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~FOR THE TRANSITION PERIOD FROM TO~~

For the transition period from to

Commission ~~File Number:~~file number 001-38791

~~GORES METROPOULOS,~~

LUMINAR TECHNOLOGIES, INC.

(Exact name of registrant as specified in its ~~Charter)~~

charter)

~~Delaware~~

~~83-1804317~~

Delaware

83-1804317

(State or other jurisdiction of

~~(I.R.S. Employer~~

incorporation or organization)

(I.R.S. Employer Identification No.)

2603 Discovery Drive

Suite 100

Orlando

Florida

32826

~~9800 Wilshire Blvd.~~

~~Beverly Hills, CA~~

~~90212~~

(Address of ~~principal executive offices)~~

Principal Executive Offices)

(Zip Code)

~~(310) 209-3010~~

~~(Registrant’s~~

(407) 900-5259

Registrant's telephone number, including area ~~code)~~

code

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

Title of each class

Trading ~~Symbols~~

symbol(s)

Name of each exchange on which registered

Class A ~~Common~~common stock, par value of $0.0001 per share

LAZR

The Nasdaq Stock

~~GMHI~~

~~Nasdaq Capital~~ Market

~~Warrants~~

~~GMHIW~~

~~Nasdaq Capital Market~~

~~Units~~

~~GMHIU~~

~~Nasdaq Capital Market~~

LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),; and (2) has been subject to such filing requirements for the past 90 days. Yes☒ NO No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the ~~definition~~definitions of “large accelerated ~~filer”,~~filer,” “accelerated ~~filer”,~~filer,” “smaller reporting ~~company,”~~company” and “emerging growth company” in Rule ~~12b‑2~~12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

☐

Non-accelerated filer

☐

☒

Smaller reporting company

☒

Emerging growth company

☒

If an 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. ☐

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule ~~12b‑2~~12b-2 of the ~~Exchange~~ Act). ~~YES~~ ☒Yes NO ☐

No ☒

As of ~~November 6, 2020, there were 40,000,000~~May 7, 2021, the registrant had 234,714,116 shares of ~~the Company’s~~ Class A common stock and 105,118,203 shares of Class B common stock, par value $0.0001 per share, ~~and 10,000,000 shares~~outstanding.

Table of ~~the Company’s Class F common stock, par value $0.0001 per share, issued and outstanding.~~Contents

LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

		~~Page~~
				Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS				2

PART I—I. FINANCIAL INFORMATION

Item 1. Financial Statements.				~~Financial Statements~~3

Condensed Consolidated Balance Sheets (Unaudited)		3

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)		4

Condensed Consolidated Statements of ~~Changes in~~Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited)		5

Condensed Consolidated Statements of Cash Flows (Unaudited)		6

Notes to ~~Unaudited, Interim~~Condensed Consolidated Financial Statements (Unaudited)		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.	19 22
			Overview	22
			Industrialization and Customer Update	23
			Basis of Presentation	23
			Components of Results of Operations	23
			Results of Operations	25
			Liquidity and Capital Resources	26
			Off-Balance Sheet Arrangements	27
			Critical Accounting Policies and Estimates	27
			Recent Accounting Pronouncements	28
Item 3.				Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.	23 29
Item 4. Controls and Procedures.						29
~~Item 4.~~			~~Controls and Procedures~~	23
						PART II. OTHER INFORMATION
~~PART II—OTHER INFORMATION~~			25
Item 1. Legal Proceedings.						31
Item 1. 1A. Risk Factors.				~~Legal Proceedings~~31		25

~~Item 1A.~~	~~Risk Factors~~	25

Item 2.	Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.	25 31

Item 3.	Defaults Upon Senior ~~Securities~~Securities.	26 31
Item 4. Mine Safety Disclosures.						31
Item 4. 5. Other Information.				~~Mine Safety Disclosures~~31		26
Item 6. Exhibits.						32
~~Item 5.~~ SIGNATURES				~~Other Information~~33		26

~~Item 6.~~	~~Exhibits~~	27

~~GORES METROPOULOS,~~

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve substantial risks and uncertainties. These statements reflect the current views of management with respect to future events and our financial performance. In some cases, you can identify these statements by forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business.

These statements are only predictions based on our current expectations and projections about future events. These statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. These factors include the information set forth in Part 1, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 under the heading “Risk Factors” and Part II, Item 1A, of this Quarterly Report under the heading “Risk Factors”, which we encourage you to carefully read. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. We undertake no obligation to update any forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

LUMINAR TECHNOLOGIES, INC.

~~CONSOLIDATED BALANCE SHEETS~~

AND SUBSIDIARIES

September 30, 2020

December 31, 2019

(unaudited)

(audited)

CURRENT ASSETS:

Cash and cash equivalents

$

518,874

$

1,365,240

Prepaid assets

59,460

136,399

        Total current assets

578,334

1,501,639

Deferred income tax

—

2,353

Investments and cash held in Trust Account

405,725,195

406,434,959

        Total assets

$

406,303,529

$

407,938,951

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accrued expenses, formation and offering costs

$

2,935,896

$

53,203

State franchise tax accrual

30,000

200,000

     Current income tax and interest payable

133,004

1,102,662

        Total current liabilities

3,098,900

1,355,865

Deferred underwriting compensation

14,000,000

14,000,000

        Total liabilities

$

17,098,900

$

15,355,865

Commitments and Contingencies:

Class A Common Stock subject to possible redemption, 38,420,462 and 38,713,476 shares at September 30, 2020 and December 31, 2019, respectively (at redemption value of $10 per share)

384,204,620

387,134,760

Stockholders’ equity:

Preferred stock, $0.0001 par value; 1,000,000 shares authorized, NaN issued or outstanding

—

—

Common stock

Class A Common Stock, $0.0001 par value; 200,000,000 shares authorized, 1,579,538 and 1,286,524 shares issued and outstanding (excluding 38,420,462 and 38,713,476 shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively

158

129

Class F Common Stock, $0.0001 par value; 20,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively

1,000

1,000

Additional paid-in capital

2,954,117

24,006

Retained earnings

2,044,734

5,423,191

        Total stockholders’ equity

5,000,009

5,448,326

        Total liabilities and stockholders’ equity

$

406,303,529

$

407,938,951

Condensed Consolidated Balance Sheets

(In thousands)


	March 31, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	206,730	$	208,944
Restricted cash	725		775
Marketable securities	403,591		276,710
Accounts receivable	2,143		5,971
Inventories, net	3,283		3,613
Prepaid expenses and other current assets	10,371		4,797
Total current assets	626,843		500,810
Property and equipment, net	8,366		7,689
Operating lease right-of-use assets	12,835		—
Goodwill	701		701
Other non-current assets	2,469		1,151
Total assets	$	651,214	$	510,351

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,845	$	6,039
Accrued and other current liabilities	8,919		10,452
Operating lease liabilities	4,312		—
Debt, current	104		99
Total current liabilities	21,180		16,590
Warrant liabilities	51,753		343,400
Debt, non-current	223		302
Operating lease liabilities, non-current	9,662		—
Other non-current liabilities	1,236		1,318
Total liabilities	84,054		361,610

Stockholders’ equity:
Class A common stock	23		22
Class B common stock	11		11
Additional paid-in capital	1,227,559		733,175
Accumulated other comprehensive income (loss)	(9)		34
Accumulated deficit	(660,424)		(584,501)
Total stockholders’ equity	567,160		148,741
Total liabilities and stockholders’ equity	$	651,214	$	510,351

See accompanying notes to the unaudited ~~interim,~~condensed consolidated financial statements.

~~GORES METROPOULOS,~~

Table of Contents

LUMINAR TECHNOLOGIES, INC.

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(Unaudited)~~

AND SUBSIDIARIES

Three Months Ended
Three Months Ended

Nine Months Ended

Nine Months Ended

September 30, 2020
September 30, 2019

September 30, 2020

September 30, 2019

Revenues
$

—

$

—

$

—

$

—

Professional fees and other expenses

(4,049,658
)

(150,796
)

(4,408,626
)

(460,780
)
State franchise taxes, other than income tax

(50,000
)

(50,000
)

(150,000
)

(150,000
)
   Net loss from operations

(4,099,658
)

(200,796
)

(4,558,626
)

(610,780
)
Other income - interest income

26,672

2,112,905

1,351,950

6,005,266

   Net income/(loss) before income taxes
$

(4,072,986
)

$

1,912,109

$

(3,206,676
)

$

5,394,486

Income tax provision and interest

46,571

(405,292
)

(171,781
)

(1,132,843
)
   Net income/(loss) attributable to common shares
$

(4,026,415
)

$

1,506,817

$

(3,378,457
)

$

4,261,643

Net income/(loss) per ordinary share:

       Class A ordinary shares - basic and diluted
$

(0.08
)

$

0.04

$

(0.06
)

$

0.13

       Class F ordinary shares - basic and diluted
$

(0.08
)

$

(0.01
)

$

(0.09
)

$

(0.04
)
Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited, in thousands, except share and per share data)


	Three Months Ended March 31,
	2021		2020
Revenue	$	5,313	$	3,872
Cost of sales	7,639		3,843
Gross profit (loss)	(2,326)		29
Operating expenses:
Research and development	14,010		8,408
Sales and marketing	2,635		1,843
General and administrative	10,273		4,613
Total operating expenses	26,918		14,864
Loss from operations	(29,244)		(14,835)
Other income (expense), net:

Change in fair value of warrant liabilities	(46,649)		(309)

Interest expense and other	(200)		(532)
Interest income and other	170		95
Total other income (expense), net	(46,679)		(746)


Net loss	$	(75,923)	$	(15,581)
Net loss attributable to common stockholders	$	(75,923)	$	(15,581)
Net loss per share attributable to common stockholders:
Basic and diluted	$	(0.23)	$	(0.12)
Shares used in computing net loss per share attributable to common stockholders:
Basic and diluted	332,987,523		128,668,864
Comprehensive Loss:
Net loss	$	(75,923)	$	(15,581)
Net unrealized gains (losses) on available-for-sale debt securities	(43)		(7)
Comprehensive loss	$	(75,966)	$	(15,588)

See accompanying notes to the unaudited ~~interim,~~condensed consolidated financial statements.

~~GORES METROPOULOS,~~

Table of Contents

LUMINAR TECHNOLOGIES, INC.

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~

~~(Unaudited)~~

AND SUBSIDIARIES

Three Months Ended September 30, 2019

Class A Common Stock

Class F Common Stock

Additional

Retained

Stockholders'

Shares

Amount

Shares

Amount

Paid-In Capital

Earnings

Equity

Beginning Balance at July 1, 2019

1,510,727

$

151

10,000,000

$

1,000

$

2,266,014

$

2,732,841

$

5,000,006

Class A common stock subject to possible redemption; 38,639,955 shares at a redemption price of $10.00

(150,682
)

(15
)

-

-

(1,506,805
)

-

(1,506,820
)
Net income

-

-

-

-

-

1,506,817

1,506,817

Balance at September 30, 2019

1,360,045

$

136

10,000,000

$

1,000

$

759,209

$

4,239,658

$

5,000,003

Nine Months Ended September 30, 2019

Class A Common Stock

Class F Common Stock

Additional

Retained Earnings/

Stockholders'

Shares

Amount

Shares

Amount

Paid-In Capital

(Acc. Deficit)

Equity

Beginning Balance at January 1, 2019

-

$

-

10,781,250

$

1,078

$

23,922

$

(21,985
)

$

3,015

Forfeited Class F Common stock by Sponsor

-

-

(781,250
)

(78
)

78

-

-

Proceeds from initial public offering of Units on February 5, 2019 at $10.00 per Unit

40,000,000

4,000

-

-

399,996,000

-

400,000,000

Sale of 6,666,666 Private Placement Warrants to Sponsor on February 5, 2019 at $1.50 per Private Placement Warrant

-

-

-

-

10,000,000

-

10,000,000

Underwriters discounts

-

-

-

-

(8,000,000
)

-

(8,000,000
)
Offering costs charged to additional paid-in capital

-

-

-

-

(865,105
)

-

(865,105
)
Deferred underwriting compensation

-

-

-

-

(14,000,000
)

-

(14,000,000
)
Class A common stock subject to possible redemption; 38,639,955 shares at a redemption price of $10.00

(38,639,955
)

(3,864
)

-

-

(386,395,686
)

-

(386,399,550
)
Net income

-

-

-

-

-

4,261,643

4,261,643

Balance at September 30, 2019

1,360,045

$

136

10,000,000

$

1,000

$

759,209

$

4,239,658

$

5,000,003

Three Months Ended September 30, 2020

Class A Common Stock

Class F Common Stock

Additional

Retained

Stockholders'

Shares

Amount

Shares

Amount

Paid-In Capital

Earnings

Equity

Beginning Balance at July 1, 2020

1,286,524

$

129

10,000,000

$

1,000

$

24,006

$

6,071,149

$

6,096,284

Class A common stock subject to possible redemption; 38,420,462 shares at a redemption price of $10.00

293,014

29

-

-

2,930,111

-

2,930,140

Net loss

-

-

-

-

-

(4,026,415
)

(4,026,415
)
Balance at September 30, 2020

1,579,538

$

158

10,000,000

$

1,000

$

2,954,117

$

2,044,734

$

5,000,009

Nine Months Ended September 30, 2020

Class A Common Stock

Class F Common Stock

Additional

Retained

Stockholders'

Shares

Amount

Shares

Amount

Paid-In Capital

Earnings

Equity

Beginning Balance at January 1, 2020

1,286,524

$

129

10,000,000

$

1,000

$

24,006

$

5,423,191

$

5,448,326

Class A common stock subject to possible redemption; 38,420,462 shares at a redemption price of $10.00

293,014

29

-

-

2,930,111

-

2,930,140

Net loss

-

-

-

-

-

(3,378,457
)

(3,378,457
)
Balance at September 30, 2020

1,579,538

$

158

10,000,000

$

1,000

$

2,954,117

$

2,044,734

$

5,000,009

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(Unaudited, in thousands, except share data)


	Series A Convertible Preferred Stock			Founders Convertible Preferred Stock		Class A Common Stock			Class B Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income Loss		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount			Shares	Amount		Shares	Amount		Shares			Amount
Balance as of December 31, 2019	94,818,151	$	244,743		26,206,837	$	3	139,635,890	$	14	0	$	0		$	10,457	$	(1)	$	(222,203)	$	(211,730)





Share-based compensation	—	—			—	—		—	—		—	—			1,141		—		—		1,141
Other comprehensive Income	—	—			—	—		—	—		—	—			—		(7)		—		(7)
Net loss	—	—			—	—		—	—		—	—			—		—		(15,581)		(15,581)
Balance as of March 31, 2020	94,818,151	244,743			26,206,837	3		139,635,890	14		0	0			11,598		(8)		(237,784)		(226,177)

Balance as of December 31, 2020	0	$	0		0	$	0	218,818,037	$	22	105,118,203	$	11		$	733,175	$	34	$	(584,501)	$	148,741





Issuance of Class A common stock upon exercise of warrants and stock options	—	—			—	—		15,757,955	1		—	—			492,541		—		—		492,542



Share-based compensation	—	—			—	—		—	—		—	—			1,843		—		—		1,843
Other comprehensive Income	—	—			—	—		—	—		—	—			—		(43)		—		(43)
Net loss	—	—			—	—		—	—		—	—			—		—		(75,923)		(75,923)
Balance as of March 31, 2021	0	$	0		0	$	0	234,575,992	$	23	105,118,203	$	11		$	1,227,559	$	(9)	$	(660,424)	$	567,160

See accompanying notes to the unaudited ~~interim,~~condensed consolidated financial ~~statements~~

statements.

~~GORES METROPOULOS,~~

Table of Contents

LUMINAR TECHNOLOGIES, INC.

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

AND SUBSIDIARIES

Nine Months Ended

Nine Months Ended

September 30, 2020

September 30, 2019

Cash flows from operating activities:

Net income/(loss)

$

(3,378,457
)

$

4,261,643

Changes in state franchise tax accrual

(170,000
)

148,569

Changes in prepaid assets and deferred costs

76,939

(193,429
)
Changes in deferred offering costs

—

437,375

Changes in accrued expenses, formation and offering costs

2,882,693

(294,056
)
Changes in current income tax and interest payable

(969,658
)

497,951

Changes in deferred income tax

2,353

293,594

Net cash provided by/(used in) operating activities

(1,556,130
)

5,151,647

Cash flows from investing activities:

Cash deposited in Trust Account

—

(400,000,000
)
Interest reinvested in Trust Account

709,764

(4,738,939
)
Net cash provided by/(used in) investing activities

709,764

(404,738,939
)
Cash flows from financing activities:

Proceeds from sale of Units in initial public offering

—

400,000,000

Proceeds from sale of Private Placement Warrants to Sponsor

—

10,000,000

Repayment of notes and advances payable – related party

—

(150,000
)
Payment of underwriters’ discounts and commissions

—

(8,000,000
)
Payment of accrued offering costs

—

(865,105
)
Net cash provided by financing activities

—

400,984,895

Increase/(decrease) in cash

(846,366
)

1,397,603

Cash at beginning of period

1,365,240

52,489

Cash at end of period

$

518,874

$

1,450,092

Supplemental disclosure of cash and non-cash financing activities:

Deferred underwriting compensation

$

—

$

14,000,000

Cash paid for income and state franchise taxes

1,459,136

342,729

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)


	Three Months Ended March 31,
	2021		2020
Cash flows from operating activities:
Net loss	$	(75,923)	$	(15,581)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	657		628
Noncash lease expense related to operating right-of-use assets	890		—
Amortization of premium (discount) on marketable securities	262		(14)
Unrealized loss on marketable securities	278		0
Change in fair value of warrants	46,649		309
Impairment of inventories	257		225


Share-based compensation	1,837		1,128

Other	575		117
Changes in operating assets and liabilities:
Accounts receivable	3,828		(1,560)
Inventories	(442)		(2,508)
Prepaid expenses and other current assets	(5,797)		(760)
Other non-current assets	(1,318)		74
Accounts payable	1,766		(28)
Accrued and other current liabilities	(813)		444

Other non-current liabilities	(720)		(7)
Net cash used in operating activities	(28,014)		(17,533)
Cash flows from investing activities:
Purchases of marketable securities	(226,245)		0
Proceeds from maturities of marketable securities	69,275		—
Proceeds from sales of marketable securities	29,505		2,319

Purchases of property and equipment	(889)		(898)

Net cash provided by (used in) investing activities	(128,354)		1,421
Cash flows from financing activities:





Repayment of debt	(75)		(2,678)



Principal payments on finance leases (capital lease prior to adoption of ASC 842)	(67)		(49)


Proceeds from exercise of warrants	153,927		0
Proceeds from exercise of stock options	321		0

Repurchase of common stock and redemption of warrants	(2)		(1)
Net cash provided by (used in) financing activities	154,104		(2,728)
Net decrease in cash and cash equivalents, and restricted cash and cash equivalents	(2,264)		(18,840)
Beginning cash and cash equivalents, and restricted cash and cash equivalents	209,719		27,305
Ending cash and cash equivalents, and restricted cash and cash equivalents	$	207,455	$	8,465
Supplemental disclosures of cash flow information:
Cash paid for interest	$	19	$	329

Supplemental disclosures of noncash investing and financing activities:




Issuance of Class A common stock upon exercise of warrants	$	338,293	$	0

Operating lease right-of-use assets obtained in exchange for lease obligations upon adoption of ASC 842	10,849		—
Operating lease right-of-use assets obtained in exchange for lease obligations	2,876		—
Deferred financing costs recorded in accrued liabilities	223		0
Assets acquired under finance leases (capital lease prior to adoption of ASC 842)	—		133
Purchases of property and equipment recorded in accounts payable and accrued liabilities	504		35

See accompanying notes to the unaudited ~~interim,~~condensed consolidated financial statements.

~~GORES METROPOULOS,~~Table of Contents

LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~NOTES TO THE UNAUDITED, INTERIM CONSOLIDATED FINANCIAL STATEMENTS~~

Note 1. Organization and Description of Business ~~Operations~~

~~Organization~~

Luminar Technologies, Inc. and ~~General~~

~~Gores Metropoulos, Inc.~~its wholly-owned subsidiaries (the “Company” or “Luminar”) was originally incorporated in Delaware on August 28, ~~2018.~~2018 under the name Gores Metropoulos, Inc (“Gores”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar ~~Business Combination~~business combination with one or more ~~businesses~~businesses. On December 2, 2020 (the “Closing Date”), the Company (at such time named Gores Metropoulos, Inc.)consummated the business combination (the “Business Combination”)~~. The Company has neither engaged in any operations nor generated any revenue~~ pursuant to ~~date. The Company’s Sponsor is Gores Metropoulos Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31st as its fiscal year-end.~~

~~On August 20, 2020,~~ the Company formed 2 new wholly-owned subsidiaries, Dawn Merger Sub I, Inc., a Delaware corporation (“Dawn Merger Sub I”), and Dawn Merger Sub II, LLC (“Dawn Merger Sub II”), a Delaware limited liability company, in contemplation of the Proposed Business Combination (as defined below).

At September 30, 2020, the Company had not commenced any operations. All activity for the period from August 28, 2018 (inception) through September 30, 2020 relates to the Company’s formation and initial public offering (“Public Offering”) described below, the identification and evaluation of prospective acquisition targets for a Business Combination and the entry into the Merger Agreement (as defined below) in connection with the Proposed Business Combination and transactions contemplated thereby. The Company completed the Public Offering on February 5, 2019 (the “IPO Closing Date”).

The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. Subsequent to the Public Offering, the Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below).

~~Proposed Luminar Technologies, Inc. Business Combination~~

~~On August 24, 2020, the Company entered into an~~ Agreement and Plan of Merger, ~~(the “Merger Agreement”), by and among~~dated August 24, 2020 with the ~~Company, Dawn Merger Sub I, Dawn Merger Sub II and~~pre-Business Combination Luminar Technologies, Inc. (“Legacy Luminar”), which provides for, among other things: (a) the merger of Dawn Merger Sub I with and into Luminar, with Luminar continuing as the surviving corporation (the “First Merger”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Luminar with and into Dawn Merger Sub II, with Dawn Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. Such transactions are hereinafter referred to as the “Proposed Business Combination.”

~~The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board of Directors of the Company (the “Board”) on August 23, 2020.~~

~~The Merger Agreement~~

Pursuant to the Merger Agreement, the aggregate merger consideration payable to the stockholders of Luminar will be a number of shares of Company class A common stock, par value $0.0001 per share (the “Class A Stock”) and Company Class B common stock, par value $0.001 per share (the “Class B Stock”) (each deemed to have a value of $10.00 per share) with an implied value equal to $2,928,828,692, plus an aggregate amount of up to $30,000,000 depending on the amount of additional capital raised by Luminar prior to the closing of the Proposed Business Combination, divided by $10.00. Holders of shares of (a) Luminar’s Class A common stock, preferred stock and founders preferred stock will be entitled to receive a number of shares of newly-issued Class A Stock

equal to the Per Share Company Stock Consideration (as defined in the Merger Agreement) issuable in Class A Stock and (b) Luminar’s Class B common stock will be entitled to receive a number of shares of newly-issued Company Class B common stock equal to the Per Share Company Stock Consideration issuable in Company Class B common stock.

In addition to the consideration to be paid at the closing of the Proposed Business Combination, stockholders of Luminar will be entitled to receive an additional number of earn-out shares from the Company, issuable in either Class A Stock or Company Class B common stock as provided in the Merger Agreement, of up to 7.5% of the total outstanding capital stock of the Company as of the closing of the Proposed Business Combination (including shares subject to outstanding Luminar stock options, restricted stock and warrants that will be assumed by the Company in connection with ~~the Proposed Business Combination.~~

For further discussion of the Proposed Business Combination and the Merger Agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments— Proposed Luminar Technologies, Inc. Business Combination.”

~~Financing~~

Upon the IPO Closing Date and the sale of the Private Placement Warrants, an aggregate of $400,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”).

~~The Company intends to finance a Business Combination with the net proceeds from its $400,000,000 Public Offering and its sale of $10,000,000 of Private Placement Warrants (see Note 3).~~

~~Trust Account~~

Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of September 30, 2020, the Trust Account consisted of money market funds.

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”), subject to an annual limit of $750,000, for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules.

~~Business Combination~~

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.

As discussed above, the Company entered into a definitive agreement for the Proposed Business Combination and intends to seek stockholder approval of the Proposed Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Proposed Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, ~~including interest income but less taxes payable.~~the Company changed its name from Gores Metropoulos, Inc. to Luminar Technologies, Inc. The ~~Company will complete~~Company’s common stock is listed on the ~~Proposed~~NASDAQ under the symbol “LAZR.” The Company’s public warrants to purchase shares of Class A common stock were listed on the NASDAQ under the symbol “LAZRW,” until they were delisted on March 5, 2021 upon exercise and redemption.

Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiary following the Business Combination, ~~only if a majority of the outstanding shares of common stock voted are voted in favor of the Proposed Business Combination. Currently,~~“Gores” refers to the Company ~~will not redeem its public shares of common stock in an amount that would cause its net tangible assets~~prior to ~~be less than $5,000,001. In such case,~~ the ~~Company would not proceed with the redemption of its public shares of common stock and the related Proposed~~ Business Combination and ~~instead may search for an alternate Business Combination.~~

~~In connection with a Business Combination, the Company may alternatively provide stockholders with the opportunity~~“Legacy Luminar” refers to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business daysLuminar Technologies Inc., prior to the consummation of the Business Combination, including interest income but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules

As a result of the foregoing redemption provisions, the public shares of common stock will be recorded at the redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480, “~~Distinguishing Liabilities from Equity” (“ASC Topic 480”) in subsequent periods.~~

~~The Company will have 24 months from the IPO Closing Date to complete the~~ Business Combination. IfRefer to Note 3 to the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $100,000 of such net interest income to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balancefinancial statements of the Company’s ~~net assets~~Annual Report on Form 10-K for the year ended December 31, 2020 for additional information relating to ~~its remaining stockholders, as part~~the Business Combination.

The Company is a developer of ~~its plan of dissolution~~advanced sensor technologies for the autonomous vehicle industry, encompassing the latest in Laser Imaging, Detection and ~~liquidation.~~Ranging (lidar) technology. The Company manufactures and distributes commercial lidar sensors. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering.

~~The Sponsor and the Company’s officers and directors have entered into letter agreements with~~addition, the Company ~~pursuant~~develops ultra-sensitive pixel-based sensors and designs, tests and provides consulting services for non-standard integrated circuits that are essential for systems to ~~which they waived their rights to participate~~meet the requirement of customers. Legacy Luminar was incorporated in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period.

In connection with the Proposed Business Combination, the Sponsor and the Company’s independent directors (the “Initial Stockholders”) have also entered into a Waiver Agreement pursuant to which they have waived their rights to a conversion price adjustment with respect to any shares of common stock they may hold in

connection with the consummation of the Proposed Business Combination. Currently, the Sponsor and the Company’s officers and directors own 20% of our issued and outstanding shares of common stock, including all of the Founder Shares (as defined below).

~~Emerging Growth Company~~

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.Delaware on March 31, 2015. The Company has ~~elected not to opt out~~research and manufacturing facilities located in Palo Alto, California and Orlando, Florida, which is also the Company’s headquarters.

Note 2. Basis of ~~such extended transition period which means that when a standard is issued or revised~~Presentation and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

2.Summary of Significant Accounting Policies

Basis of Presentation

and Consolidation

The accompanying ~~unaudited~~condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles ~~generally accepted~~ in the United States ~~of America~~ (“~~U.S.~~ GAAP”) and ~~pursuant to the accounting and disclosure~~applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding interim financial reporting. Certain information and ~~reflect all adjustments, consisting only of normal recurring adjustments, which are,~~note disclosures normally included in ~~the opinion of management, necessary for a fair presentation of the~~ financial ~~position as of September 30, 2020~~statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and the results of operations and cash flows for the periods presented. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unauditedregulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the ~~Company’s audited~~consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K ~~filed with~~for the ~~SEC on March 13,~~year ended December 31, 2020.

~~Principles~~ In the opinion of ~~Consolidation~~

~~The accompanying unaudited~~management, the condensed consolidated financial statements ~~include the accounts of the Company~~reflect all adjustments, which are normal and ~~the accounts of the Company’s wholly-owned subsidiaries.~~recurring in nature, necessary for fair financial statement presentation. All intercompany ~~balances~~transactions and ~~transactions~~balances have been eliminated ~~upon~~in consolidation.

~~Net Income/(Loss) Per Common Share~~

The Company has two classes of shares, which are referred to as Class A and Class F common stock, par value $0.0001 per share (the “Founder Shares”). Net income/(loss) per common share is computed utilizing the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of common stock based on an allocation of undistributed earnings per the rights of each class. At September 30, 2020, the Company did 0t have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income/(loss) per share for each class of common stock:

For the Three Months Ended September 30, 2020

For the Three Months Ended September 30, 2019

For the Nine Months Ended September 30, 2020

For the Nine Months Ended September 30, 2019

Class A

Class F

Class A

Class F

Class A

Class F

Class A

Class F

Basic and diluted net income/(loss) per share:

Numerator:

Allocation of net income/(loss)

$

(3,215,855
)

$

(810,560
)

$

1,627,320

$

(120,503
)

$

(2,433,543
)

$

(944,914
)

$

4,654,530

$

(392,887
)

Denominator:

Weighted-average shares outstanding

40,000,000

10,000,000

40,000,000

10,000,000

40,000,000

10,000,000

34,872,000

10,217,500

Basic and diluted net income/(loss) per share

$

(0.08
)

$

(0.08
)

$

0.04

$

(0.01
)

$

(0.06
)

$

(0.09
)

$

0.13

$

(0.04
)

~~Concentration of Credit Risk~~

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts.

~~Financial Instruments~~

~~The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.~~

~~Offering Costs~~

The Company complies with the requirements of the ASC 340‑10‑S99‑1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders’ equity on the IPO Closing Date. Accordingly, offering costs totaling $22,865,105 (including $22,000,000 in underwriter’s fees), and were charged to stockholders’ equity.

~~Redeemable Common Stock~~

As discussed in Note 3, all of the 40,000,000 shares of Class A Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC

480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital.

~~Accordingly, at September 30, 2020 and December 31, 2019, 38,420,462 and 38,713,476, respectively, of the 40,000,000 public shares are classified outside of permanent equity at their redemption value.~~

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with ~~U.S.~~ GAAP requires ~~the Company’s~~ management to make judgments, estimates and assumptions that affect the reported amounts of assets, ~~and~~ liabilities, ~~and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of~~equity, revenues and expenses, ~~during the reporting period.~~and related disclosures. The significant estimates made by management include inventory reserves, valuation allowance for deferred tax assets, valuation of warrants, revenue, stock-based compensation expense and other loss contingencies. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates.

~~Income Taxes~~

Segment Information

The Company ~~follows~~has determined its operating segments on the ~~asset~~same basis that it uses to evaluate its performance internally. The Company has two business activities: (i) manufacturing and ~~liability method~~distribution of ~~accounting~~lidar sensors that measure distance using laser light to generate a highly accurate 3D map for ~~income taxes under ASC 740, “Income Taxes.” Deferred tax assets~~automotive mobility applications and ~~liabilities~~(ii) development of ultra-sensitive pixel-based sensors and designing, testing and providing consulting services for non-standard integrated circuits that are ~~recognized~~essential for systems to meet the requirement of customers. The Company’s operating segments are (i) Autonomy Solutions and (ii) Component Sales. The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, reviews the operating results of these segments for the ~~estimated future tax consequences attributable~~purpose of allocating resources and evaluating financial performance.

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to ~~differences between the financial statements carrying amounts~~Condensed Consolidated Financial Statements (Unaudited)

Concentration of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the periodCredit Risk

Financial instruments that ~~includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.~~

The Company accounts for uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more than likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized in the financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such,potentially subject the Company ~~is required~~ to ~~make many subjective assumptions~~significant concentrations of credit risk, consist primarily of cash and ~~judgments regarding income tax exposures. Interpretations of~~cash equivalents, marketable investments and ~~guidance surrounding income tax~~law and regulations change over time and may result in changes to the Company's subjective assumptions and judgments, which can materially affect amounts recognized in the balance sheets and statements of operations. The Company recognizes interest and penalties related to uncertain tax positions in other income (expense). No penalties or interest were recorded during the periods ended September 30, 2020 or December 31, 2019.

The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws.

~~The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.~~

~~Cash and Cash Equivalents~~

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the

~~financial institutions with which it invests. Periodically, the Company may maintain balances in various operating~~ accounts ~~in excess of federally insured limits.~~

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timingreceivable. A significant portion of the Company’s ~~obligation~~cash and cash equivalents is held at high-quality domestic financial institutions. Deposits held with the financial institutions may, at times, exceed the amount of insurance provided on such deposits. The Company held cash in foreign entities of $0.5 million and $0.6 million as of March 31, 2021 and December 31, 2020, respectively.

The Company’s revenue is derived from customers located in the United States and international markets. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires advance payment from customers in certain circumstances. The Company generally does not require collateral.

Three customers accounted for 28%, 19%, and 18%, respectively, of the Company’s accounts receivable at March 31, 2021 and one customer accounted for 86% of the Company’s accounts receivable at December 31, 2020.

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020. Other than the accounting policies discussed below related to ~~redeem 100%~~equity investments, accounting for Earn-Out shares and in Note 11 related to the adoption of ~~such public shares~~Accounting Standards Codification (“ASC”) 842, Leases, there has been no material change to the Company’s significant accounting policies during the three months ended March 31, 2021. See Note 11 related to the adoption of ~~common stock if~~ASC 842.

Equity Investments

The Company’s holds marketable equity investments, over which the Company does not ~~complete~~have a controlling interest or significant influence. Marketable equity investments are measured using the ~~Business Combination within 24 months~~quoted prices in active markets with changes recorded in other income (expense), net on the condensed consolidated statement of operations.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-02, Leases (Topic 842) and issued subsequent amendments to the initial guidance in 2017, 2018 and 2019 (collectively “ASC 842”). Under the new guidance, a lessee is required to recognize assets and liabilities for both finance, previously known as capital, and operating leases with lease terms of more than 12 months. The ASU also requires disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. In transition, the ~~IPO Closing Date; or (iii)~~Company recognized and measured leases at the ~~redemption of 100%~~beginning of the ~~public shares~~period of ~~common stock if~~adoption, January 1, 2021, using a modified retrospective approach that included a number of optional practical expedients that the Company ~~is unable~~elected to ~~complete a Business Combination within 24 months from~~apply. See Note 11 for disclosure on the ~~IPO Closing Date, subject to~~impact of adopting this standard.

Recent Accounting Pronouncements Not Yet Effective

In June 2016, the ~~requirements~~FASB issued ASU 2016-13, Financial Instruments—Credit Losses (ASC 326): Measurement of ~~law~~Credit Losses of Financial Instruments, which, together with subsequent amendments, amends the requirement on the measurement and ~~stock exchange rules.~~

~~Investments and Cash Held in Trust Account~~

~~At September 30, 2020,~~recognition of expected credit losses for financial assets held. ASU 2016-13 will be effective for the Company ~~had $405,725,195~~beginning January 1, 2023, with early adoption permitted. The Company is currently in the ~~Trust Account which may be utilized for a Business Combination. At September 30, 2020,~~process of evaluating the ~~Trust Account consisted~~effects of ~~money markets funds.~~

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company is unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules.

~~Recently issued accounting pronouncements not yet adopted~~

~~Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect~~this pronouncement on the Company’s financial statements and does not expect it to have a material impact on the consolidated financial statements.

Table of Contents

LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 3. Revenue

Disaggregation of Revenues

The Company disaggregates its revenue from contracts with customers by geographic region based on ~~current operations of~~ the ~~Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a business combination is completed~~primary locations where the ~~impact could be material.~~

~~Going Concern Consideration~~

Ifcustomer is situated, type of good or service and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue based on the disaggregation criteria described above are as follows (in thousands):


	Three Months Ended March 31,
	2021				2020
	Revenue		% of Revenue		Revenue		% of Revenue

Revenue by primary geographical market:
North America	$	2,539	48	%	$	1,085	28	%
Asia Pacific	321		6	%	8		0	%
Europe and Middle East	2,453		46	%	2,779		72	%
Total	$	5,313	100	%	$	3,872	100	%
Revenue by timing of recognition:
Recognized at a point in time	$	2,053	39	%	$	608	16	%
Recognized over time	3,260		61	%	3,264		84	%
Total	$	5,313	100	%	$	3,872	100	%
Revenue by segment:
Autonomy Solutions	$	4,336	82	%	$	3,297	85	%
Component Sales	977		18	%	575		15	%
Total	$	5,313	100	%	$	3,872	100	%

Volvo Stock Purchase Warrant

In March 2020, the Company ~~does not complete its Business Combination by February 5, 2021,~~issued a stock purchase warrant to Volvo Car Technology Fund AB (“VCTF”) in connection with an engineering services contract. VCTF is entitled to purchase from the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to ~~$100,000~~4,089,280 shares of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by February 5, 2021, there will be 0 redemption rights or liquidating distributions with respect to the warrants, which will expire worthless.

In addition, at September 30, 2020 and December 31, 2019, the Company had current liabilities of $3,098,900 and $1,355,865, respectively, and working capital of ($2,520,566) and $145,774, respectively, largely due to amounts owed to professionals, consultants, advisors and others who worked on seeking a Business Combination or are working on the Proposed Business Combination, as the case may be, as described in Note 1 under “~~Proposed Luminar Technologies, Inc. Business Combination.” Such work is continuing after September 30, 2020 and amounts are continuing to accrue.~~

3.	~~Public Offering~~

~~Public Units~~

~~On February 5, 2019, the Company sold 40,000,000 units~~Class A common stock, at a price of ~~$10.00~~$3.1769 per ~~unit (the “Units”), including 2,500,000 Units~~share. The warrants vest and become exercisable in 2 tranches based on satisfaction of certain commercial milestones. The fair value of warrants aggregating $2.9 million represent consideration payable to a customer and would be recognized as ~~a result~~reduction in revenue consistent with the revenue recognition pattern when these warrants become probable of vesting. The Company’s management determined that the vesting of these warrants was not probable as of March 31, 2021.

Contract assets and liabilities

Contract assets primarily represent revenues recognized for performance obligations that have been satisfied but for which amounts have not been billed. The Company’s contract assets as of March 31, 2021 and December 31, 2020 were $1.2 million and $0, respectively. Contract liabilities consist of deferred revenue and customer advanced payments. Deferred revenue includes billings in excess of revenue recognized related to product sales and other services revenue and is recognized as revenue when the Company performs under the contract. Customer advanced payments represent required customer payments in advance of product shipments according to customer’s payment term. Customer advance payments are recognized as revenue when control of the ~~underwriter’s partial exercise~~performance obligation is transferred to the customer. The Company’s contract liabilities were $0.7 million and $2.3 million as of ~~its over-allotment option, generating gross proceeds~~March 31, 2021 and December 31, 2020, respectively, and were included in accrued and other current liabilities in the condensed consolidated balance sheets.

Table of ~~$400,000,000. Each Unit consists of 1 share~~Contents

LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The significant changes in contract liabilities balances consisted of the following (in thousands):



	March 31, 2021		December 31, 2020
Beginning balance	$	2,284	$	225

Revenue recognized that was included in the contract liabilities beginning balance	(1,667)		(225)
Increase due to cash received and not recognized as revenue and billings in excess of revenue recognized during the period	37		2,284
Ending balance	$	654	$	2,284

Note 4. Investments

Debt Securities

The Company’s Class A Stock and one-third of one redeemable Class A Stock purchase warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase 1 share of Class A Stock for $11.50 per share. Each Warrant will become exercisable on the later of 30 days after the completioninvestments in debt securities consisted of the ~~Business Combination or~~following as of March 31, 2021 and December 31, 2020 (in thousands):


	March 31, 2021
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury	$	210,739	$	29	$	(59)	$	210,709

Commercial paper	272,457		15		(8)		272,464
Corporate bonds	61,662		29		(19)		61,672
Asset-backed securities	8,047		4		0		8,051
Total debt securities	$	552,905	$	77	$	(86)	$	552,896
Included in cash and cash equivalents	$	166,249	$	6	$	0	$	166,255
Included in marketable securities	$	386,656	$	71	$	(86)	$	386,641


	December 31, 2020
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury	$	155,339	$	14	$	(6)	$	155,347
U.S. agency and government sponsored securities	19,996		0		0		19,996
Commercial paper	182,218		6		(4)		182,220
Corporate bonds	45,431		21		(2)		45,450
Asset-backed securities	7,012		6		0		7,018
Total debt securities	$	409,996	$	47	$	(12)	$	410,031
Included in cash and cash equivalents	$	133,319	$	4	$	(2)	$	133,321
Included in marketable securities	$	276,677	$	43	$	(10)	$	276,710

The following table presents the gross unrealized losses and the fair value for those debt securities that were in an unrealized loss position for less than 12 months ~~from~~as of March 31, 2021 and December 31, 2020 (in thousands):


	March 31, 2021				December 31, 2020
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
U.S. Treasury	$	(59)	$	54,992	$	(6)	$	65,298

Commercial paper	(8)		46,305		(4)		47,629
Corporate bonds	(19)		29,713		(2)		15,575

Total	$	(86)	$	131,010	$	(12)	$	128,502

Table of Contents

LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Equity Investments

The Company’s equity investments included in marketable securities as of March 31, 2021 and December 31, 2020 were as follows (in thousands):


	March 31, 2021		December 31, 2020
Equity investments included in marketable securities	$	16,950	$	0

Total realized and unrealized gains and losses associated with the ~~IPO Closing Date and will expire five years after the completion~~Company’s equity investments consisted of the ~~Business Combination or earlier upon redemption or liquidation. However, if~~following (in thousands):


	Three Months Ended March 31,
	2021		2020
Net realized gains (losses) recognized on equity investments sold	$	114	$	0
Net unrealized gains (losses) recognized on equity investments held	(278)		0
Total net gains (losses) recognized in other income (expense), net	$	(164)	$	0

Note 5. Financial Statement Components

Cash and Cash Equivalents

Cash and cash equivalents consisted of the ~~Company does not complete~~following (in thousands):



	March 31, 2021		December 31, 2020
Cash	$	21,440	$	10,652
Money market funds	19,035		64,971
U.S. Treasury	0		24,999

Commercial paper	166,255		108,322

Total cash and cash equivalents	$	206,730	$	208,944

Inventories, net

Inventories consisted of the ~~Business Combination on or~~following (in thousands):



	March 31, 2021		December 31, 2020
Raw materials	$	1,805	$	625
Work-in-process	520		52
Finished goods	958		2,936
Total inventories, net	$	3,283	$	3,613

The Company’s inventory write-down for the three months ended March 31, 2021 and 2020 were $0.3 million and $0.2 million, respectively.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):



	March 31, 2021		December 31, 2020
Prepaid expenses	$	8,012	$	1,073
Contract assets	1,221		0
Advance payments to vendors	196		961
Prepaid rent and other	0		503
Other receivables	942		2,260
Total prepaid expenses and other current assets	$	10,371	$	4,797

Table of Contents

LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Property and Equipment

Property and equipment consisted of the following (in thousands):



	March 31, 2021		December 31, 2020
Computer hardware and software	$	2,559	$	2,450
Demonstration fleet and demonstration units	1,669		1,821
Machinery and equipment	6,596		5,940
Furniture and fixtures	293		293
Vehicles	856		835
Leasehold improvements	960		791

Construction in progress	1,841		1,410
Total property and equipment	14,774		13,540
Accumulated depreciation and amortization	(6,408)		(5,851)
Total property and equipment, net	$	8,366	$	7,689

Depreciation and amortization associated with property and equipment was $0.7 million and $0.6 million for the three months ended March 31, 2021 and 2020, respectively.

Property and equipment capitalized under finance lease (capital lease prior to adoption of ASC 842) consisted of the ~~24-month period allotted,~~following (in thousands):



	March 31, 2021		December 31, 2020
Computer hardware and software	$	88	$	88
Machinery and equipment	838		838
Total property and equipment, gross	926		926
Less: accumulated depreciation	(261)		(219)
Total property and equipment, net	$	665	$	707

Other Non-Current Assets

Other non-current assets consisted of the ~~Warrants will expire at~~following (in thousands):



	March 31, 2021		December 31, 2020
Security deposits	$	1,072	$	1,106
Other non-current assets	1,397		45
Total other non-current assets	$	2,469	$	1,151

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the ~~end~~following (in thousands):



	March 31, 2021		December 31, 2020
Accrued expenses	$	3,654	$	3,998
Warranty liabilities	283		259
Contract liabilities	654		2,284
Accrued compensation and benefits	3,595		3,071
Contract losses	452		558
Finance lease (capital lease prior to adoption of ASC 842) liabilities, current	281		282
Total accrued and other current liabilities	$	8,919	$	10,452

Table of ~~such period. The Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and~~Contents

LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Other Non-Current Liabilities

Other non-current liabilities consisted of the ~~Company.~~ following (in thousands):



	March 31, 2021		December 31, 2020
Deferred rent	$	0	$	826
Finance lease (capital lease prior to adoption of ASC 842) liabilities, non-current	263		331
Other non-current liabilities	973		161
Total other non-current liabilities	$	1,236	$	1,318

Note 6. Fair Value Measurements

The Company did not register the shares of Class A Stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities law. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities Act within 15 business days following the completion of the Business Combination covering the shares of Class A Stock issuable upon exercise of thecarries cash equivalents, marketable investments, and Public and Private Warrants. The Company paid an upfront underwriting discount of 2.00% ($8,000,000) of the per Unit offering price to the underwriters at the IPO Closing Date, with an additional fee (the “Deferred Discount”) of 3.50% ($14,000,000) of the per Unit offering price payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.

~~4. Related Party Transactions~~

~~Founder Shares~~

On October 18, 2018, the Sponsor purchased 10,781,250 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.002 per share. Subsequently, the Sponsor transferred an aggregate of 75,000 Founder Shares to the Initial Stockholders. On March 18, 2019, the Sponsor forfeited 781,250 Founder Shares following the expiration of the unexercised portion of underwriter’s over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of common stock following completion of the Public Offering. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A Stock at the time of the Business Combination on a 1-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation.

The Initial Stockholders have entered into letter agreements with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares; however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period.

~~Private Placement Warrants~~

The Sponsor purchased from the Company an aggregate of 6,666,666 warrants at a price of $1.50 per warrant (a purchase price of $10,000,000) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase 1 share of Class A Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of a Business Combination.

The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees.

If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Pursuant to certain letter agreements entered into at the time of consummating our initial public offering, the Initial Stockholders, subject to certain limited exceptions, have agreed not to transfer, assign or sell any Private Placement Warrants and any Class A Stock underlying such Private Placement Warrants until 30 days after the consummation of a Business Combination.

~~Registration Rights~~

The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A Stock) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on February 1, 2019. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Sponsor Loan~~

On October 18, 2018, our Sponsor loaned us an aggregate of $150,000 by the issuance of an unsecured promissory note for $300,000 to cover expenses related to the Public Offering. On December 31, 2019, the outstanding balance on the loan was $150,000. On January 25, 2019, our Sponsor loaned us an additional $150,000 to cover expenses related to the Public Offering. These Notes were non-interest bearing and payable on the earlier of September 30, 2019 or the completion of the Public Offering. The carrying amount of the Notes approximates fairFair value ~~because of their short maturity. These Notes were repaid in full upon the completion of the Public Offering.~~

~~Administrative Services Agreement~~

The Company entered into an administrative services agreement on February 1, 2019, pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 a month for office space, utilities, and secretarial support. Services commenced on the date the securities were first listed on the NASDAQ Capital Market and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company.

~~For the nine months ended September 30, 2020 and year ending December 31, 2019, the Company paid the affiliate $180,000 and $220,000, respectively.~~

~~5. Deferred Underwriting Compensation~~

The Company is committed to pay a deferred underwriting discount totaling $14,000,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriter upon the Company’s consummation of a Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and 0 Deferred Discount is payable to the underwriter if there is no Business Combination.

~~6. Income Taxes~~

~~Income tax expense during interim periods~~ is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The Company’s effective tax rate is estimated to be 21%.

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known or as the tax environment changes.

The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was 0 impact related to uncertain tax positions on the results of its operations for the period ended September 30, 2020. As of September 30, 2020, the Company has 0 accrued interest or penalties related to uncertain tax positions. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof.

~~7. Investments and cash held in Trust~~

~~As of September 30, 2020, investment securities in the Company’s Trust Account consist of $405,725,195 in money market funds.~~

~~8. Fair Value Measurement~~

~~The Company complies with FASB ASC 820,~~ ~~Fair Value Measurements~~, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received ~~to sell~~from selling an asset or ~~would be~~ paid to transfer a liability ~~(i.e., the exit price)~~ in an orderly transaction between market participants at the measurement date.

~~The~~ Fair value is estimated by applying the following ~~table presents information about~~hierarchy, which prioritizes the ~~Company’s assets that are measured at~~inputs used to measure fair value ~~on a recurring basis as~~into three levels and bases the categorization within the hierarchy upon the lowest level of ~~September 30, 2020~~input that is available and ~~indicates~~significant to the fair value ~~hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by~~ measurement:

Level 1 — Observable inputs, ~~utilize~~which include unadjusted quoted prices ~~(unadjusted)~~ in active markets for identical assets or liabilities. ~~Fair values determined by~~

Level 2 — Observable inputs ~~utilize data points that are observable~~other than Level 1 inputs, such as quoted prices ~~interest rates~~in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs that are supported by little or no market activity and ~~yield curves. Fair values~~that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques.

The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments.

Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations, alternative pricing sources or U.S. Government Treasury yield of appropriate term. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. Because the transfer of Private Warrants to anyone outside of a small group of individuals constituting the sponsors of Gores Metropoulos, Inc. would result in the Private Warrants having substantially the same terms as the Public Warrants, management determined that the fair value of each Private Warrant is the same as that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions, as of December 31, 2020. As of March 31, 2021, management determined the fair value of the Private Warrants using observable inputs in the Black-Scholes valuation model, which used the remaining term of warrants of 4.68 years, volatility of 64.2% and a risk-free rate of 0.83%. Accordingly, the Private Warrants are classified as Level 3 financial instruments. The following table presents changes in Level 3 liabilities relating to Private Warrants measured at fair value as of March 31, 2021 (in thousands):


	Private Warrants
Balance as of December 31, 2020	$	0
Additions	51,753
Exercise	0
Measurement adjustments	0
Balance as of March 31, 2021	$	51,753

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs ~~are unobservable data points~~used for such measurements were as follows (in thousands):


	Fair Value (in thousands) Measured as of March 31, 2021 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	19,035	$	0	$	0	$	19,035
U.S. Treasury	0		0		0		0
Commercial paper	0		166,255		0		166,255
Total cash equivalents	$	19,035	$	166,255	$	0	$	185,290
Marketable investments:
U.S. Treasury	$	210,709	$	0	$	0	$	210,709
U.S. agency and government sponsored securities	0		0		0		0
Commercial paper	0		106,209		0		106,209
Corporate bonds	0		61,672		0		61,672
Asset-backed securities	0		8,051		0		8,051
Equity investments	$	16,950	$	0	$	0	$	16,950
Total marketable investments	$	227,659	$	175,932	$	0	$	403,591
Liabilities:
Public Warrants	$	0	$	0	$	0	$	0
Private Warrants	0		0		51,753		51,753
Total warrant liabilities	$	0	$	0	$	51,753	$	51,753


	Fair Value (in thousands) Measured as of December 31, 2020 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	64,971	$	0	$	0	$	64,971
U.S. Treasury	24,999		0		0		24,999

Commercial paper	0		108,322		0		108,322

Total cash equivalents	$	89,970	$	108,322	$	0	$	198,292
Marketable investments:
U.S. Treasury	$	130,348	$	0	$	0	$	130,348
U.S. agency and government sponsored securities	0		19,996		0		19,996
Commercial paper	0		73,898		0		73,898
Corporate bonds	0		45,450		0		45,450
Asset-backed securities	0		7,018		0		7,018
Total marketable investments	$	130,348	$	146,362	$	0	$	276,710
Liabilities:
Public Warrants	$	228,933	$	0	$	0	$	228,933
Private Warrants	0		114,467		0		114,467
Total warrant liabilities	$	228,933	$	114,467	$	0	$	343,400

Table of Contents

LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 7. Stockholders’ Equity

Class A and Class B Common Stock

The Company’s Board of Directors has authorized two classes of common stock, Class A and Class B. As of March 31, 2021, the Company had authorized 715,000,000 and 121,000,000 shares of Class A and Class B common stock. As of March 31, 2021, the Company had 234,575,992 and 105,118,203 shares of Class A and Class B common stock issued and outstanding, respectively.

Public and Private Warrants

As of December 31, 2020, the Company had 13,333,309 Public Warrants and 6,666,666 Private Warrants outstanding. On February 3, 2021, the Company announced that holders of its 13,333,309 outstanding public warrants to purchase shares of its Class A common stock (the “Public Warrants”), will have until March 5, 2021 to exercise their Public Warrants. The Public Warrants were exercisable for an aggregate of 13,333,309 shares of Class A common stock at a price of $11.50 per share. On March 10, 2021, the Company changed the previously announced redemption date of March 5, 2021 to a new redemption date of March 16, 2021 for the ~~asset or liability,~~redemption of its outstanding Public Warrants. As of March 16, 2021, 3,589,645 Private Warrants and ~~includes situations where there is little, if any, market activity~~13,128,671 Public Warrants were exercised, and the Company received $153.9 million in cash proceeds from the exercise of these warrants. Pursuant to the terms of the agreements governing the rights of the holders of the Public Warrants, the Company redeemed the remaining unexercised and outstanding 204,638 Public Warrants after March 16, 2021 for ~~the asset or liability:~~

Significant

Significant

Other

Other

Quoted Prices in

Observable

Unobservable

September 30,

Active Markets

Inputs

Inputs

Description

2020

(Level 1)

(Level 2)

(Level 3)

Investments and cash held in Trust Account

405,725,195

405,725,195

—

—

Total

$

405,725,195

$

405,725,195

$

—

$

—

~~9. Stockholders’ Equity~~

~~Common Stock~~

a redemption price of $0.01 per Public Warrant. The Company ~~is authorized~~had 3,077,021 Private Warrants and 0 Public Warrants, outstanding as of March 31, 2021.

Note 8. Earnings (Loss) Per Share

The Company computes earnings per share of Common Stock using the two-class method required for participating securities and does not apply the two-class method in periods of net loss. Earnings per share calculations for all periods prior to ~~issue 220,000,000~~the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the reverse capitalization. Subsequent to the Business Combination, earnings per share was calculated based on weighted average number of shares of common stock ~~consisting~~then outstanding.

The following table sets forth the computation of ~~200,000,000~~basic and diluted loss per share for the three months ended March 31, 2021 and 2020: (in thousands, except for share and per share amounts):


	March 31,
	2021		2020
Numerator:
Net loss	$	(75,923)	$	(15,581)
Deemed dividend attributable to BCF accretion	0		0
Net loss attributable to common shareholders	$	(75,923)	$	(15,581)
Denominator:
Weighted average common shares outstanding- Basic	332,987,523		128,668,864
Dilutive effect of potential common shares	0		0
Weighted average common shares outstanding- Diluted	332,987,523		128,668,864
Net loss per shares attributable to common shareholders- Basic and Diluted	$	(0.23)	$	(0.12)

Table of Contents

LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents the potential shares of Common Stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive:


	March 31,
	2021	2020
Warrants	7,166,301	5,060,907
Stock options	15,776,371	12,804,955
Restricted stock awards and restricted stock units	2,208,842	5,178,722
Series A Convertible Preferred Stock	0	94,818,151
Founders Preferred Stock	0	26,206,837
Earn-out shares	25,818,744	0
Total	50,970,258	144,069,572

Note 9. Stock-based Compensation

The Company maintained the 2015 Stock Plan (the “2015 Plan”) under which incentive stock options, non-qualified stock options, and restricted stock were granted to employees and non-employee consultants. In connection with the Business Combination, the Company assumed the 2015 Plan upon the Closing. The Company terminated the 2015 Plan, provided that the outstanding awards previously granted under the 2015 Plan continue to remain outstanding under the 2015 Plan. In December 2020, the Company’s Board adopted and the Company’s stockholders approved the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan became effective upon the closing of the Business Combination. Under the 2020 Plan, as of March 31, 2021, the Company was authorized to issue a maximum number of 36,588,278 shares of Class A common stock. The Company granted 798,203 restricted stock units in the three months ended March 31, 2021.

Stock ~~par~~Options

Under the terms of the 2015 Plan, incentive stock options must have an exercise price at or above the fair market value ~~$0.0001 per share~~of the stock on the date of the grant, while non-qualified stock options are permitted to be granted below fair market value of the stock on the date of grant. Stock options granted have service-based vesting conditions only. The service-based vesting conditions vary, though typically, stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and ~~20,000,000 Founder Shares, par value $0.0001 per share. Holders~~the remaining 75% vesting monthly over the remaining 36 months. Option holders have a 10-year period to exercise the options before they expire. Forfeitures are recognized in the period they occur.

A summary of the Company’s stock option activity for the three months ended March 31, 2021 was as follows:


	Number of Common Stock Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In Thousands)




Outstanding as of December 31, 2020	16,188,071	$	1.67
Granted	0	0
Exercised	(183,918)	1.71
Forfeited	(227,782)	1.71
Outstanding as of March 31, 2021	15,776,371	1.71		8.83	$	356,546

The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2021 and 2020 was $4.5 million and $0, respectively. The intrinsic value is calculated as the difference between the exercise price and the fair value of the common stock ~~are entitled to 1 vote for each share of common stock and vote together as a single class. At September 30, 2020, there were 40,000,000 shares of Class A Stock (inclusive~~on the exercise date. The total grant-date fair value of the ~~38,420,462 shares subject~~options vested was $1.9 million and $0.2 million, respectively, during the three months ended March 31, 2021 and 2020, respectively.

Restricted Stock Awards

Prior to ~~redemption) and 10,000,000 Founder Shares issued and outstanding.~~

~~Preferred Stock~~

~~The~~June 30, 2019, the Company ~~is authorized~~granted restricted stock awards to ~~issue 1,000,000 shares of preferred~~employees. Recipients purchased the restricted stock par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At September 30, 2020, there were 0 shares of preferred stock issued and outstanding.

~~10. Risk and Contingencies~~

~~Management is currently evaluating the impact of the COVID-19 pandemic~~ on the ~~industry~~grant date and the Company has ~~concluded that while it is reasonably possible that~~ the ~~virus could have a negative effect~~right to repurchase the restricted shares at the same price recipients paid to obtain those shares. The restrictions lapse solely based on continued service, and generally lapse over 4 years —25% on the ~~Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as~~first anniversary of the date of issuance, and the remaining 75% monthly over the remaining 36 months. At the grant date of the

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

award, recipients of restricted stock are granted voting rights and receive dividends on unvested shares. NaN restricted stock awards have been granted after June 30, 2019.

Restricted stock awards activity for the three months ended March 31, 2021 was as follows:


	Shares	Weighted Average Grant Date Fair Value per Share




Outstanding as of December 31, 2020	1,815,891	$	1.15
Granted	0	0
Forfeited	(47,444)	1.10
Vested	(357,808)	0.83
Outstanding as of March 31, 2021	1,410,639	1.13

Restricted Stock units

A summary of the Company’s restricted stock units activity for the three months ended March 31, 2021 was as follows:


	Shares	Weighted Average Grant Date Fair Value per Share




Outstanding as of December 31, 2020	0	$	0
Granted	798,203	28.18
Forfeited	0	0
Vested	0	0
Outstanding as of March 31, 2021	798,203	28.18

Compensation expense

Stock-based compensation expense by function was as follows (in thousands):


	Three Months Ended March 31,
	2021		2020
Cost of sales	$	83	$	72
Research and development	762		435
Sales and marketing	186		82
General and administrative	806		540
Total	$	1,837	$	1,129

Note 10. Income Taxes

The effective tax rate was 0% and 0% for the three months ended March 31, 2021 and 2020, respectively. The three months effective tax rates differ significantly from our statutory tax rate of 21%, primarily due to the Company’s valuation allowance movement in each period.

The realization of tax benefits of deferred tax assets is dependent upon future levels of taxable income, of an appropriate character, in the periods the items are expected to be deductible or taxable. Based on the available objective evidence, the Company does not believe it is more likely than not that the net deferred tax assets will be realizable. Accordingly, the Company has provided a full valuation allowance against the domestic net deferred tax assets as of March 31, 2021 and December 31, 2020. The Company intends to maintain the remaining valuation allowance until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance.

The Company reports income tax related interest and penalties within its provision for income tax in its condensed consolidated statements of operations. Similarly, the Company reports the reversal of income tax-related interest and penalties within its provision for income tax line item to the extent the Company resolves its liabilities for uncertain tax positions in a manner favorable to its accruals therefor. During the three months ended March 31, 2021, there were no material changes to the total amount of unrecognized tax benefits.

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 11. Leases

The Company leases manufacturing equipment under non-cancelable finance leases expiring at various dates through December 2025. The Company also leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through June 2026. Some of the Company’s leases include 1 or more options to renew, with renewal terms that if exercised by the Company, extend the lease term from one to six years. The exercise of these ~~financial statements.~~renewal options is at the Company’s discretion. The ~~financial statements~~Company’s lease agreements do not ~~include~~contain any ~~adjustments that might result~~material terms and conditions of residual value guarantees or material restrictive covenants. The Company’s short-term leases and sublease income was not material.

The Company adopted ASC 842 using the modified retrospective method on January 1, 2021. The Company elected the available package of practical expedients and implemented internal controls to enable the preparation of financial information upon adoption. The most significant impact of the adoption of ASC 842 was the recognition of right-of-use, or ROU, assets and lease liabilities for operating leases of $10.8 million and $12.0 million, respectively, and a reversal of deferred rent of $1.2 million on January 1, 2021. The Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have any impact on the Company’s operating results or cash flows.

The Company determines if an arrangement is or contains a lease at inception. Operating leases are included in operating lease right-of use assets and operating lease liabilities in the Company’s condensed consolidated balance sheets. Finance leases are included in property and equipment, and finance lease liabilities in the Company’s condensed consolidated balance sheets.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the ~~outcome~~lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on an amount equal to the present value of ~~this uncertainty.~~

~~11. Subsequent Events~~

~~Management has performed~~lease payments over the lease term. The Company’s leases do not provide an ~~evaluation~~implicit rate, therefore the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of ~~subsequent events through~~lease payments. The Company uses the ~~date~~implicit rate when it is readily determinable. The Company elected the package of ~~issuance~~practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward existing lease classification and to exclude leases with original terms of one year or less. Further, the Company elected to combine lease and non-lease components for all asset classes. Any variable lease components are expensed as incurred. The operating lease right-of-use asset also include adjustments related to prepaid or deferred lease payments and lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term.

The components of lease expenses for the three months ended March 31, 2021 were as follows (in thousands):



	Amount
Operating lease cost	$	1,174
Variable lease cost	459
Total operating lease cost	$	1,633
Finance lease cost:
Amortization of right-of-use assets	$	42
Interest on finance lease liabilities	15
Total finance lease cost	$	57

Supplemental cash flow information for the three months ended March 31, 2021 related to leases was as follows (in thousands):



	Amount
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$	(1,219)
Cash paid for finance leases included in financing activities	(82)
Right of use assets obtained in exchange for lease obligations:
Operating leases	2,876
Finance leases	0

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Supplemental balance sheet information related to leases was as follows (in thousands):



	March 31, 2021
Operating leases:
Operating lease right-of-use assets	$	12,835

Operating lease liabilities:
Operating lease liabilities, current	$	4,312
Operating lease liabilities, non-current	9,662
Total operating lease liabilities	$	13,974
Finance leases:
Property and equipment, gross	$	926
Less: accumulated depreciation	(261)
Property and equipment, net	$	665

Finance lease liabilities, current	$	281
Finance lease liabilities, non-current	263
Total finance lease liabilities	$	544

Weighted average remaining terms were as follows (in years):



			March 31, 2021
Weighted average remaining lease term
Operating leases			3.59
Finance leases			2.32

Weighted average discount rates were as follows:



	March 31, 2021
Weighted average discount rate
Operating leases	2.79	%
Finance leases	10.11	%

Maturities of lease liabilities were as follows (in thousands):


	Operating Leases		Finance Leases
Year Ending December 31,
2021 (remaining nine months)	$	3,297	$	245
2022	4,998		240
2023	4,095		71
2024	1,699		28
2025	1,187		26
2026	602		0

Total lease payments	15,878		610
Less: imputed interest	(1,904)		(66)
Total leases liabilities	$	13,974	$	544

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Disclosures under ASC 840, Leases

Rent expense for the three months ended March 31, 2020 was $1.4 million.

As of December 31, 2020, future minimum lease payments under all noncancelable capital and operating leases with an initial lease term in excess of one year were as follows (in thousands):



	Capital Leases		Operating Leases
2021	$	331	$	5,834
2022	240		6,172
2023	70		4,544
2024	28		746
2025	25		0
Thereafter	0		0
Total minimum lease payments	694		$	17,296
Less: amount representing interest	80
Capital lease obligations	$	614

Note 12. Commitments and Contingencies

Purchase Obligations

The Company purchases goods and services from a variety of suppliers in the ordinary course of business. Purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable price provisions, and the approximate timing of the ~~condensed consolidated financial statements, noting no items~~transaction. The Company had purchase obligations primarily for purchases of inventory, R&D, and general and administrative activities totaling $10.7 million as of March 31, 2021, which ~~require adjustment or disclosure~~are expected to be received within a year.

Legal Matters

From time to time, the Company is involved in actions, claims, suits and other ~~than those set forth~~proceedings in the ~~preceding notes~~ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates.

Note 13. Segment and Customer Concentration Information

Reportable segments are (i) Autonomy Solutions and (ii) Component Sales. These segments reflect the way the CODM evaluates the Company’s business performance and manages its operations. Each segment has distinct product offerings, customers, and market penetration. The Chief Executive Officer is the CODM of the Company.

Autonomy Solutions

This segment manufactures and distributes commercial lidar sensors that measures distance using laser light to generate a highly accurate 3D map for automotive mobility applications. This segment is impacted by trends in and the strength of the autonomous vehicles and associated infrastructure/technology sector.

Component Sales

This segment is in the business of development of ultra-sensitive pixel-based sensors. This segment also designs, tests and provides consulting services for non-standard integrated circuits that are essential for systems to meet the requirement of customers. This segment is impacted by trends in and the strength of automobile and aeronautics sector as well as government spending in military and defense activities.

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LUMINAR TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

The accounting policies of the operating segments are the same as those described in Note 2. Segment operating results and reconciliations to the ~~condensed~~Company’s consolidated ~~financial statements.~~

balances are as follows (in thousands):


Three Months Ended March 31, 2021
	Autonomy Solutions		Component Sales		Total reportable segments		Eliminations (1)		Total Consolidated
Revenue:
Revenues from external customers	$	4,336	$	977	$	5,313	$	—	$	5,313
Revenues from internal customer	1,275		1,142		2,417		(2,417)		—
Total Revenue	$	5,611	$	2,119	$	7,730	$	(2,417)	$	5,313
Depreciation and amortization	$	638	$	20	$	658	$	(1)	$	657
Operating loss	(28,868)		(237)		(29,105)		(139)		(29,244)
Other significant items:
Segment assets	650,211		3,708		653,919		(2,705)		651,214
Inventories, net	3,245		38		3,283		0		3,283


Three Months Ended March 31, 2020
	Autonomy Solutions		Component Sales		Total reportable segments		Eliminations (1)		Total Consolidated
Revenue:
Revenues from external customers	$	3,297	$	575	$	3,872	$	—	$	3,872
Revenues from internal customer	0		842		842		(842)		—
Total Revenue	$	3,297	$	1,417	$	4,714	$	(842)	$	3,872
Depreciation and amortization	$	591	$	37	$	628	$	0	$	628
Operating income (loss)	(14,946)		111		(14,835)		0		(14,835)
Other significant items:
Segment assets	36,068		2,515		38,583		(3,085)		35,498
Inventories, net	6,168		0		6,168		0		6,168

(1) Represent the eliminations of all intercompany balances and transactions during the period presented.

One customer accounted for 45% of the Company’s revenue for the three months ended March 31, 2021. One customer accounted for 66% of the Company’s revenue for the three months ended March 31, 2020.

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~~Item~~

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~

~~The~~Operations.

You should read the following discussion ~~and analysis of the Company’s financial condition and results of operations should be read~~ in conjunction with ~~our unaudited~~the condensed consolidated financial statements and ~~the~~ notes ~~related~~ thereto ~~which are~~ included ~~in “Item 1. Financial Statements” of this Quarterly Report on Form 10‑Q.~~

~~Cautionary note regarding forward-looking statements~~

~~All statements other than statements of historical fact included~~elsewhere in this Quarterly Report on Form ~~10‑Q including, without limitation, statements under this “Management’s Discussion~~10-Q and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterlyour Annual Report on Form ~~10‑Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or~~10-K for the ~~Company’s management, identify forward-looking statements. Such~~year ended December 31, 2020 filed with the SEC on April 14, 2021. This discussion contains forward-looking statements ~~are based on the beliefs of management, as well as assumptions made by,~~that involve risks and ~~information currently available to, the Company’s management. Actual~~uncertainties. Our actual results could differ materially from those ~~contemplated by the~~contained in these forward-looking statements ~~as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable~~due to ~~us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.~~

~~Overview~~

We are a blank check company incorporated on August 28, 2018 as a Delaware corporation and formed for the purpose of effecting a Business Combination with one or more target businesses. We completed our Public Offering on February 5, 2019.

We intend to effectuate our Business Combination using cash from the proceeds of our Public Offering and the sale of the Private Placement Warrants, our capital stock, debt, or a combination of cash, stock and debt.

~~Recent Developments~~

~~Proposed Luminar Technologies, Inc. Business Combination~~

On August 24, 2020, the Company entered into the Merger Agreement, by and among the Company, Dawn Merger Sub I, Dawn Merger Sub II, and Luminar, which provides for, among other things: (a) the merger of Dawn Merger Sub I with and into Luminar, with Luminar continuing as the surviving corporation (the “First Merger”) and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Luminar with and into Dawn Merger Sub II, with Dawn Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board on August 23, 2020.

~~The Merger Agreement~~

~~Pursuant to the Merger Agreement, the aggregate merger consideration payable to the stockholders of Luminar will be~~ a number of ~~shares~~factors, including those discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, and in Part II, Item 1A - “Risk Factors” and elsewhere in this report. See also “Cautionary Note Regarding Forward-Looking Statements” at the beginning of ~~Class A Stock~~this report.

Overview

Our vision is to make autonomous transportation safe and ~~Class B Stock (each deemed~~ubiquitous. As a global leader in lidar autonomous driving technology, we are enabling the world’s first autonomous solutions for automotive series production in passenger cars and commercial trucks.

Founded in 2012 by President and Chief Executive Officer Austin Russell, we built a new type of lidar from the chip-level up, with technological breakthroughs across all core components. As a result, we have created what we believe is the only lidar sensor that meets the demanding performance, safety, and cost requirements for Level 3 through Level 5 autonomous vehicles in production, bypassing the traditional limitations of legacy lidar technology, while also enabling Level 0 through Level 2 (Advanced Driving Assistance Systems (“ADAS”) and/or Luminar Proactive Safety) with our Proactive Safety solution. Integrating this advanced hardware with our custom developed software stack enables a turn-key autonomous solution to ~~have~~accelerate widespread adoption across automakers at series production scale.

Our lidar hardware and software products help set the standard for safety in the industry, and are designed to enable accurate and reliable detections of some of the most challenging “edge cases” that autonomous vehicles can encounter on a ~~value of $10.00 per share) with an implied value equal~~regular basis. This is achieved by advancing existing lidar range and resolution to ~~$2,928,828,692, plus an aggregate amount of up to $30,000,000 depending~~new levels, ensuring hard-to-see objects like a tire on the ~~amount of additional capital raised by Luminar prior~~road ahead or a child that runs into the street are more likely to be detected, as well as our software to interpret the ~~closing~~data and inform autonomous and assisted driving decisions.

Our full-stack hardware and software autonomy solution for cars and trucks as well as our standalone lidar technology offerings have made us one of the ~~Proposed Business Combination, divided~~leading partners for the world’s top OEMs. We are currently partnering with eight of the top-ten global automakers, by ~~$10.00. Holders~~sales, and have the goal of ~~shares of (a) Luminar’s Class A common stock, preferred stock~~being the first lidar company to produce highway self-driving and ~~founders preferred stock will be entitled~~next-generation Proactive Safety systems for series production. With approximately 400 employees across eight global locations, we have scaled to ~~receive a number of shares of newly-issued Class A Stock equal to the Per Share Company Stock Consideration (as defined~~over 50 partners in the ~~Merger Agreement) issuable in Class A Stock and (b) Luminar’s Class B common stock will be entitled to receive a number of shares of newly-issued Company Class B common stock equal to~~last two years, including the ~~Per Share Company Stock Consideration issuable in Company Class B common stock.~~

~~issuable in either Class A Stock or Company Class B common stock as provided~~first industry-wide automotive series production award in the ~~Merger Agreement, of up~~autonomous space, awarded by Volvo Cars in May 2020, with series production expected to 7.5% of the total outstanding capital stock of the Company as of the closing of the Proposed Business Combination (including shares subject to outstanding Luminar stock options, restricted stock and warrants that will be assumed by the Companycommence in ~~connection with the Proposed Business Combination).~~

The Merger Agreement may be terminated at any time prior to the consummation of the Mergers (whether before or after each of the required Company stockholder vote and Luminar stockholder vote has been obtained) by mutual written consent of the Company and Luminar and in certain other circumstances, including if the transactions have not been consummated by February 5, 2021 and the delay in closing beyond such date is not due to the breach of the Merger Agreement by the party seeking to terminate.

~~Support Agreement~~

~~In connection with the execution of the Merger Agreement, the Company, Dawn Merger Sub I and Dawn Merger Sub II~~2022. We subsequently entered into a ~~support agreement (the “Support Agreement”~~strategic partnership with Daimler Truck AG in October 2020 and with Mobileye Vision Technologies Ltd (“Mobileye”) in November 2020. In March 2021, we announced a partnership with ~~Austin Russell, who holds Luminar founders preferred stock~~Zenseact to deliver autonomous software for series production vehicles and Luminar common stock representing approximately 39% of the voting power of Luminar capital stock (assuming that $170,000,000 of the Series X Financing Amount (as defined in the Merger Agreement) is funded). The Support Agreement provides, among other things, that on (or effective as of) the third business day following the date that the consent solicitation statement/prospectus included in the registration statement the Company has filed with the SEC on September 14, 2020 is declared effective and disseminated, Mr. Russell will execute and deliver a written consent with respect to the outstanding shares of Luminar founders preferred stock and Luminar common stock held by Mr. Russell adopting the Merger Agreement and approving the Mergers; provided, that in the event Luminar’s board of directors makes a Company Change in Recommendation (as defined in the Merger Agreement), Mr. Russell would only be required to vote a number of his Luminar shares in favor of the Mergers that would equal 35% of the total number of shares of Luminar capital stock on an as-converted basis, and would be entitled, in his sole discretion, to vote his remaining shares in any manner. In addition, the Support Agreement prohibits Mr. Russell from engaging in activities that have the effect of soliciting a competing Acquisition Proposal (as defined in the Merger Agreement).

~~Amended & Restated Registration Rights Agreement~~

Pursuant to the Merger Agreement and as a condition to the closing of the Proposed Business Combination, the Company, the Sponsor, the Initial Stockholders (together, the “Company Holders”) and certain stockholders of Luminar (the “Luminar Holders,” together with the Company Holders, the “Holders”) will enter into an Amended & Restated Registration Rights at the closing of the Proposed Business Combination (the “A&R Registration Rights Agreement”). Pursuant to the terms of the A&R Registration Rights Agreement, (a) any (i) outstanding share of Class A Stock or any Private Placement Warrants, (ii) shares of Class A Stock issued or issuable upon the exercise of any other equity security of the Company (including shares of Class A Stock issued or issuable upon the conversion of the Founder Shares or the Company Class B common stock and upon exercise of the Private Placement Warrants), and (iii) shares of Class A Stock issued as earn-out shares or issuable upon the conversion of any earn-out shares, in each case, held by the Luminar Holders, and (b) any other equity security of the Company issued or issuable with respect to any such share of Class A Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise, will be entitled to registration rights.

The A&R Registration Rights Agreement provides that the Company will, within 30 days after the consummation of the transactions contemplated by the Merger Agreement, file with the SEC a shelf registration statement registering the resale of the Holders’ shares and will use its reasonable best efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but in no event later than 60 days following the filing deadline. The Holders are each entitled to make up to six demands for registration, excluding short form demands, that the Company register the shares held by these parties. In addition, the Holders have certain “piggy-back” registration rights. The Company will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the A&R Registration Rights Agreement.

~~Lock-Up Agreements~~

Certain Luminar stockholders will enter into separate letters with the Company and Luminar (the “Lock-Up Agreements”), pursuant to which such Luminar stockholders will agree to be bound by restrictions on the transfer of their Class A Stock acquired pursuant to the Merger Agreement for 180 days after the completion of the Proposed Business Combination.

~~Voting Agreement~~

~~In connection with the execution of the Merger Agreement, Austin Russell~~ entered into a ~~voting agreement~~relationship with SAIC Motor Corporation, the largest automaker in China.

The automotive industry is among the largest in the world and features an estimated total addressable market opportunity (“TAM”) for ADAS and autonomous solutions (Level 0 through Level 5) expected to exceed $150 billion by 2030. Our model to capture this opportunity is to directly partner with top established automotive companies in order to power their autonomous future. Correspondingly, we have successfully established customer partnerships with over 50 companies across three primary application verticals: passenger vehicles, commercial trucks, and robo-taxis. We have multiple levers for sustained growth, including significant industry tailwinds, a strong five-year product roadmap in production and development, a robust series production and standardization pipeline with anticipated long-term contracts and substantial new, adjacent market opportunities. Powered by breakthrough technology, our solutions are ready to enable autonomous vehicles to be safe and ubiquitous.

COVID-19 Impact

The coronavirus (COVID-19) pandemic has adversely affected some of our customers’ business operations, which has impacted our revenue in 2020 and 2021 as well as resulted in the impairment of inventory in 2020. The extent of the continued impact of the coronavirus pandemic on our operational and financial performance will depend on various future developments, including the duration and spread of the outbreak and impact on our customers, suppliers, and employees, all of which is uncertain at this time. We expect the coronavirus (COVID-19) pandemic to potentially adversely impact our revenue and results of operations, but we are unable to predict at this time the size and duration of this adverse impact.

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Industrialization and Customer Update

Industrialization Update

On May 13th, Luminar announced its series manufacturing partnerships with Celestica and Fabrinet. We also announced our achievement of the critical milestone of bringing online the initial production line at Celestica’s automotive-certified facility in Monterrey, Mexico with the ~~Company (the “Voting Agreement”). Under the Voting Agreement, Mr. Russell agrees that, following the consummation~~first unit coming off of the ~~Proposed Business Combination, solely if he is involuntarily terminated from his position~~line. We remain on schedule to enter the C-Sample phase by the end of 2021.

We also continue to advance validation of Iris and development of our Sentinel software as we move up and beyond the ~~Chief Executive Officer~~foundation of lidar, reinforcing our transition to a system-level autonomous vehicle company. Following the introduction of Sentinel last quarter, we kicked off the next phase of the ~~post-combination company~~software development through our partnership with Zenseact. Iris lidar data has been collected to train and optimize the performance of our perception software, and we received the green light from German authorities to proceed with Sentinel full-stack solution development and testing on public German roads.

Customer Update

Luminar recently announced two new major customers:

•Airbus UpNext: Airbus SE’s subsidiary UpNext – which was created to give future flight technologies a development fast-track by building, evaluating, maturing and validating new products and services that encompass radical technological breakthroughs – is integrating our lidar technology into its Vertex platform to enable safe, autonomous flight. This partnership marks our first foray into the nearly $1 trillion aviation industry and is aimed at increasing air safety and enabling autonomous operation with automatic obstacle detection.

•Pony.ai: Our Iris will be seamlessly integrated into Pony.ai’s next-generation autonomous driving platform, featuring a multi-sensor 360-degree configuration and enabling the vehicles to operate safely and reliably in complex urban environments. Pony.ai is set to start deployment of a 200-vehicle robo-taxi fleet in urban settings across five cities in China and the U.S. The partnership is developing a new integrated sensor design that signals a shift from vehicle testing to advanced development and production scale.

Basis of Presentation

We currently conduct our business through two operating segments: (i) Autonomy Solutions and (ii) Component Sales.

Components of Results of Operations

Revenue

Our revenue producing activities can be viewed as two separate and distinct operating segments: (i) Autonomy Solutions and (ii) Component Sales.

The Autonomy Solutions segment is engaged in design, manufacturing and sale of lidar sensors as well as related perception and autonomy enabling software solutions catering mainly to the original equipment manufacturers in the automobile, commercial vehicle, robo-taxi and adjacent industries. The Autonomy Solutions segment has historically entered into Strategic Partner Programs (“SPP”) with leading automotive partners and other customers. An SPP is a contract under which we deliver our product to a specified customer at a fixed price under customary terms and conditions, usually in collaboration on an autonomous vehicle development program. With many major automakers having signed SPP contracts, we are shifting our focus from entering into SPPs with new partners to converting existing SPPs and relationships with our partners into series production programs. Once we achieve series production, the primary sources of revenue are expected to shift from prototype sales and services revenue to sales of lidar hardware, perception software and autonomy enabling software for series production vehicles.

The Component Sales segment provides designing, testing and consulting services for non-standard integrated circuits to U.S. customers, including government agencies and defense contractors generally for purposes unrelated to autonomous vehicles. Fixed fee arrangements are satisfied over time and utilize the input method based on costs incurred. Accordingly, revenue is recognized on a percentage of completion basis. Contracts are also structured as time and materials and billed at cost of time incurred plus a markup. We anticipate more closely aligning and integrating our Component Sales segment operations with portions of our Autonomy Solutions segment, specifically in relation to lidar solutions for the defense and other adjacent markets.

Cost of sales and gross profit (loss)

Cost of sales of the Autonomy Solutions segment includes the fixed and variable manufacturing cost of our lidar sensors, which primarily consists of personnel-related costs (including certain engineering personnel), including stock-based compensation, directly associated with our manufacturing organization, and material purchases from third-party contract

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manufacturers and suppliers. Cost of sales also includes depreciation and amortization for manufacturing fixed assets or equipment, cost of component inventory, product testing costs, costs of providing services, an allocated portion of overhead, facility and IT costs, excess and obsolete inventory and shipping costs.

Cost of sales of the Component Sales segment includes the cost of providing products and services as well as an allocated portion of overhead, facility and IT costs.

Gross profit (loss) equals revenue less cost of sales. Our cost of sales is expected to increase as our revenue continues to grow.

Operating Expenses

Research and Development (R&D)

Our R&D efforts are focused on enhancing and developing additional functionality for our existing products and on new product development, including new releases and upgrades to our lidar sensors and integrated software solutions. R&D expenses consist primarily of:

•Personnel-related expenses, including salaries, benefits, and stock-based compensation expense, for personnel in our research and engineering functions;

•Expenses related to materials, software licenses, supplies and third-party services;

•Prototype expenses;

•An allocated portion of facility and IT costs and depreciation; and

•Component Sales services provided to Luminar are accounted for as R&D by Luminar.

R&D costs are expensed as incurred. We expect our R&D costs to increase for the foreseeable future as we continue to invest in research and development activities to achieve our product roadmap.

Sales and Marketing Expenses

Sales and marketing expenses consist of personnel and personnel-related expenses, including stock-based compensation of our business development team as well as advertising and marketing expenses. These include the cost of marketing programs, trade shows, promotional materials, demonstration equipment, an allocated portion of facility and IT costs and depreciation. We expect to increase our sales and marketing activities, mainly in order to continue to build out our geographic presence to be closer to our partners and better serve them. We also expect that our sales and marketing expenses will increase over time as we continue to hire additional personnel to scale our business.

General and Administrative Expenses

General and administrative expenses consist of personnel and personnel-related expenses, including stock-based compensation of our executive, finance, human resources, information systems and legal departments as well as legal and accounting fees for professional and contract services. We expect our general and administrative expenses to increase for the foreseeable future as we scale headcount with the growth of our business, and as a result of ~~his conviction of, or pleading guilty or nolo contendere to,~~operating as a ~~felony that has a material negative impact on~~public company, including compliance with the ~~post-combination company, at any meeting~~rules and regulations of the ~~stockholders~~SEC, legal, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.

Change in Fair Value of Warrants

Change in fair value of warrants are non-cash changes and primarily consists of changes in fair value related to the ~~post-combination company at~~warrant liabilities. The warrant liabilities are classified as marked-to-market liabilities pursuant to ASC 480 and the corresponding increase or decrease in value impacts our net loss.

Interest Income and other, and Interest Expense

Interest income and other consists primarily of income earned on our cash equivalents and marketable securities. These amounts will vary based on our cash, cash equivalents and marketable securities balances, and also with market rates. It also includes realized gains and losses related to the marketable securities, as well as impact of gains and losses related to foreign exchange transactions. Interest expense consisted primarily of interest on our senior secured term loan facility, which ~~directors are to be elected following the~~was repaid upon consummation of the ~~Proposed~~ Business ~~Combination, Mr. Russell, or any~~Combination.

Table of ~~his permitted successors or assigns, will not vote more than 10%~~Content s

Results of Operations

Comparison of the ~~Company Class B common stock he or they beneficially own~~Three Months Ended March 31, 2021 and 2020

The results of operations presented below should be reviewed in ~~any director election.~~

~~Results~~conjunction with the condensed consolidated financial statements and notes included elsewhere in this report. The following table sets forth our consolidated results of ~~Operations~~

~~For~~operations data for the ~~nine~~periods presented (in thousands):


	Three Months Ended March 31,				Change		Change
	2021		2020		$		%
Revenue	$	5,313	$	3,872	$	1,441	37	%
Cost of sales	7,639		3,843		3,796		99	%
Gross profit (loss)	(2,326)		29		(2,355)		(8121)	%
Operating Expenses:
Research and development	14,010		8,408		5,602		67	%
Sales and marketing	2,635		1,843		792		43	%
General and administrative	10,273		4,613		5,660		123	%
Total operating expenses	26,918		14,864		12,054		81	%
Loss from operations	(29,244)		(14,835)		(14,409)		97	%
Other income (expense), net:

Change in fair value of warrants	(46,649)		(309)		(46,340)		14997	%

Interest expense	(200)		(532)		332		(62)	%
Interest income and other	170		95		75		79	%
Total other income (expense), net	(46,679)		(746)		(45,933)		6157	%


Net loss	$	(75,923)	$	(15,581)	$	(60,342)	387	%

Revenue

The increase in revenue in the three months ended ~~September 30,~~March 31, 2021 (Q1 2021) compared to the three months ended March 31, 2020 ~~we had~~(Q1 2020) was driven by increased revenue from our Autonomy Solutions and Component Sales segment. The breakdown of our revenue by these segments for the periods presented was as follows (in thousands):


	Three Months Ended March 31,				Change		Change
	2021		2020		$		%
Revenue:
Autonomy Solutions	$	4,336	$	3,297	$	1,039	32	%
Component Sales	977		575		402		70	%
Total	$	5,313	$	3,872	$	1,441	37	%

The increase in revenue of our Autonomy Solutions segment in Q1 2021 compared to Q1 2020 was primarily driven by higher sensor sales.

The increase in revenue of our Component Sales segment in Q1 2021 compared to Q1 2020 was primarily due to the completion of certain customer contracts.

Cost of Sales and Gross Profit (Loss)

The increase in our cost of sales in Q1 2021 compared to Q1 2020 was primarily due to more sensor units sold in our Autonomy Solutions segment and more costs associated with higher revenue in our Component Sales segment. Our gross loss increased in Q1 2021 compared to Q1 2020 primarily due to costs associated with initial ramp-up for production of Iris B-sample sensor units and additional fixed cost absorption as fewer Model H units were produced.

Operating Expenses

Research and Development

The increase in research and development expenses in Q1 2021 compared to Q1 2020 was primarily due to an increase in personnel-related costs resulting from increased headcount, consultant and contractor fees in relation to preparing for multiple series production launches and continued investments in research and development.

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Sales and Marketing

The increase in sales and marketing expenses in Q1 2021 compared to Q1 2020 was primarily due to an increase in personnel related costs from increase in headcount and consultancy fees partially offset by lower travel expenses and trade show related costs due to COVID-19 restrictions.

General and Administrative

The increase in general and administrative expenses in Q1 2021 compared to Q1 2020 was primarily due to an increase in personnel related costs from increase in headcount and costs associated with being a ~~net loss of ($3,378,457). Our business activities~~public company. Increased public company costs during the quarter ~~mainly consisted~~included $2.6 million in higher insurance costs and approximately $1.5 million in higher professional services fees (legal, accounting and auditing services, and regulatory fees).

Change in Fair Value of ~~identifying~~Warrant Liabilities

The change in fair value of warrant liabilities was due to the increase in the estimated fair value of Public and ~~evaluating prospective acquisition candidates~~Private Warrants. During Q1 2021, 16,718,316 Public and Private Warrants were exercised and 204,638 Public Warrants were redeemed. Prior to the exercise and redemption, the fair value of the warrants was calculated and the net increase of $46.6 million in the fair value was recorded.

Segment Operating Income or Loss

Segment income or loss is defined as income or loss before taxes. Our segment income or loss breakdown is as follows (in thousands):


	Three Months Ended March 31,				Change		Change
	2021		2020		$		%
Segment operating income (loss)
Autonomy Solutions	$	(28,868)	$	(14,946)	$	(13,922)	93	%
Component Sales	(237)		111		(348)		(314	%)

Liquidity and Capital Resources

Sources of Liquidity

Our capital requirements will depend on many factors, including lidar and software sales volume, the timing and extent of spending to support our manufacturing ramp-up for series production, R&D and launch efforts, investments in information technology systems, the expansion of sales and marketing activities, and market adoption of new and enhanced products and features. Until we can generate sufficient revenue from lidar sensors and software to cover our operating expenses, working capital and capital expenditures, we expect our current liquidity, comprising of cash, cash equivalents and marketable securities, to fund our cash needs. If we are required to raise additional funds by issuing equity securities, dilution to stockholders would result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of our common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences and privileges senior to those of holders of our common stock. The terms of debt securities or borrowings could impose significant restrictions on our operations. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity and debt financing. We believe our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months.

As of March 31, 2021, we had cash and cash equivalents totaling $206.7 million and marketable securities of $403.6 million, combining for a ~~Business Combination~~total liquidity of $610.3 million. To date, our principal sources of liquidity have been proceeds received from issuances of debt and ~~activity~~equity.

In March 2021, we received $153.9 million in ~~connection with~~cash proceeds from the ~~Proposed Business Combination.~~ exercise of Public and Private warrants.

We ~~believe that we~~ have ~~sufficient funds available to complete our efforts to affect a Business Combination with an~~not generated positive cash flows from operating ~~business by February 5, 2021. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence~~activities and ~~negotiating a Business Combination, or transaction costs in connection with the Proposed Business Combination are less than the actual amount necessary to do so, we may~~ have ~~insufficient funds available to operate our business prior to a Business Combination.~~

~~As indicated~~incurred significant losses from operations in the ~~accompanying unaudited consolidated financial statements, at September 30, 2020, we had $518,874~~past as reflected in ~~cash and deferred offering costs~~its accumulated deficit of ~~$14,000,000. Further, we~~$660.4 million as of March 31, 2021. We expect to continue to incur ~~significant costs~~operating losses for at least the foreseeable future due to continued investments that we intend to make in ~~the pursuit of~~ our ~~acquisition plans. We cannot assure you that our plans to complete a Business Combination, including the Proposed Business Combination, will be successful.~~

~~Liquidity~~business and, ~~Capital Resources~~

On October 18, 2018, our Sponsor purchased an aggregate of 10,781,250 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.002 per share. Subsequently, our Sponsor transferred an aggregate of 75,000 Founder Shares to our independent directors. On March 18, 2019, following the expiration of the unexercised portion of the underwriter’s over-allotment option, our Sponsor forfeited 781,250 Founder Shares so that the remaining Founder Shares held by our Initial Stockholders represented 20.0% of the outstanding shares upon completion of our Public Offering.

~~On February 5, 2019, we consummated our Public Offering of 40,000,000 Units at a price of $10.00 per Unit, including 2,500,000 Units~~ as a result, we may require additional capital resources to grow our business. We believe that current our cash, cash equivalents, and marketable securities will be sufficient to continue to execute our business strategy over the next two years and until we expect to begin series production.

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Cash Flow Summary

The following table summarizes our cash flows for the periods presented:


	Three Months Ended March 31,
	2021		2020
Net cash provided by (used in):
Operating activities	$	(28,014)	$	(17,533)
Investing activities	$	(128,354)	$	1,421
Financing activities	$	154,104	$	(2,728)

Operating Activities

Net cash used in operating activities was $28.0 million during the three months ended March 31, 2021. Net cash used in operating activities was due to our net loss of $75.9 million adjusted for non-cash items of $51.4 million, primarily consisting of $46.6 million of change in fair value of warrant liabilities, $1.8 million of stock-based compensation and $0.7 million of depreciation and amortization, offset by use of cash for operating assets and liabilities of $3.5 million due to the timing of cash payments to vendors and cash receipts from customers.

Net cash used in operating activities was $17.5 million during the three months ended March 31, 2020. Net cash used in operating activities was due to our net loss of $15.6 million adjusted for non-cash items of $2.4 million, primarily consisting of $0.3 million of change in fair value of warrant liabilities, $1.1 million of stock-based compensation and $0.6 million of depreciation and amortization, offset by use of cash for operating assets and liabilities of $4.3 million due to the timing of cash payments to vendors and cash receipts from customers.

Investing Activities

Net cash used in investing activities of $128.4 million in the three months ended March 31, 2021 comprised of $226.2 million related to purchases of marketable securities and $0.9 million in capital expenditures, offset by $29.5 million and $69.3 million, respectively, of cash proceeds from sale and maturities of marketable securities.

Net cash provided by investing activities of $1.4 million in the three months ended March 31, 2020 was comprised of cash proceeds from sales of marketable securities of $2.3 million, offset by $0.9 million in capital expenditures.

Financing Activities

Net cash provided by financing activities in the three months ended March 31, 2021 was $154.1 million, compared to $2.7 million for the three months ended March 31, 2020. Net cash provided by financing activities of $154.1 million primarily related to $153.9 million of cash received from exercises of Public and Private Warrants, $0.3 million of cash received from exercises of stock options, offset by $0.1 million of cash paid for repayment of debt and $0.1 million of principal payments on finance leases.

Net cash used in financing activities of $2.7 million in the three months ended March 31, 2020 related to repayment of debt.

Off-Balance Sheet Arrangements

As of March 31, 2021, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K, such as the use of unconsolidated subsidiaries, structured finance, special purpose entities or variable interest entities.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We believe our critical accounting policies involve the greatest degree of judgment and complexity and have the greatest potential impact on our condensed consolidated financial statements.

During the three months ended March 31, 2021, there were no significant changes to our critical accounting policies and estimates. For a more detailed discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

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Revenue

We adopted the requirements of the ~~underwriter’s partial exercise~~new revenue recognition standard, known as ASC 606, effective January 1, 2019, utilizing the modified retrospective method of ~~its over-allotment option, generating gross proceeds~~transition. Revenue from product sales is recognized upon transfer of ~~$400,000,000. On~~control of promised products. Revenue is recognized in an amount that reflects the ~~IPO Closing Date,~~consideration that we ~~completed~~expect to receive in exchange for those products and services. For service projects, revenue is recognized as services are performed and amounts are earned in accordance with the ~~private sale~~terms of ~~an aggregate~~a contract at estimated collectible amounts.

Revenues related to custom products are recognized over time using the cost input method. In using this input method, we generally apply the cost-to-cost method of ~~6,666,666 Private Placement Warrants, each exercisable~~accounting where sales and profits are recorded based on the ratio of costs incurred to ~~purchase one share~~estimated total costs at completion. Recognition of ~~Class A Stock~~profit on these contracts requires estimates of the total contract value, the total cost at ~~$11.50 per share,~~completion, and the measurement of progress towards completion. Significant judgment is required when estimating total contract costs and progress to completion on the arrangements, as well as whether a loss is expected to be incurred on the contract. If circumstances arise that change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made. These revisions may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in income in the period in which the circumstances that gave rise to the revision become known to us. We perform ongoing profitability analysis of our ~~Sponsor,~~contracts accounted for under this method in order to determine whether the latest estimates of revenues, costs, and profits require updating. If at ~~a price of $1.50 per Private Placement Warrant, generating gross proceeds, before expenses, of $10,000,000. After deducting~~any time these estimates indicate that the ~~underwriting discounts and commissions (excluding the Deferred Discount, which amount~~contract will be ~~payable upon~~unprofitable, the entire estimated loss for the remainder of the contract is recorded immediately.

We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations; however, determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment. Transaction price is allocated to each performance obligation on a relative standalone selling price (SSP) basis. Judgment is required to determine SSP for each distinct performance obligation. We use a range of amounts to estimate SSP when products and services are sold separately. In instances where SSP is not directly observable, we determine SSP using information that may include other observable inputs available to it.

Changes in judgments with respect to these assumptions and estimates could impact the timing or amount of revenue recognition.

Emerging Growth Company Status

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. Following the consummation of the Business Combination, ~~if consummated) and~~our Post-Combination Company will remain an emerging growth company until the ~~estimated offering expenses,~~earliest of (i) the ~~total net proceeds from our Public Offering and the sale~~last day of the ~~Private Placement Warrants were $401,055,000,~~fiscal year in which the market value of our common stock that held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which ~~$400,000,000 (or $10.00 per share sold~~we achieve total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we issue more than $1 billion in non-convertible debt in the Public Offering) was placed in the Trust Account. The amount of proceeds not deposited in the Trust Account was $1,055,000 at the closing of our Public Offering. Interest earned on the funds held in the Trust Account may be releasedprior three-year period or (iv) December 31, 2024. We expect to uscontinue to ~~fund our Regulatory Withdrawals, subject to an annual limit of $750,000, for a maximum of 24 months and/or additional amounts necessary to pay our franchise and income taxes.~~

~~On October 18, 2018, the Sponsor agreed to loan the Company an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) issued by the Company in favor~~take advantage of the ~~Sponsor~~benefits of the extended transition period, although we may decide to ~~cover organizational expenses related~~early adopt such new or revised accounting standards to the ~~Public Offering. On October 18, 2018,~~extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the ~~Company borrowed $150,000 against the Note, and on January 25, 2019, the Company borrowed~~financial results of another public company that is either not an ~~additional $150,000. This Note was non-interest bearing and payable on the earlier of September 30, 2019~~emerging growth company or ~~the completion~~is an emerging growth company that has chosen not to take advantage of the ~~Public Offering. These Notes were repaid in full upon the completion~~extended transition period exemptions because of the ~~Public Offering.~~

As of September 30, 2020 and December 31, 2019, we had cash held outside of the Trust Account of approximately $518,874 and $1,365,240, respectively, which is available to fund our working capital requirements.~~Additionally, interest earned on the funds held~~potential differences in the Trust Account may be released to us to fund our Regulatory Withdrawals, subject to an annual limit of $750,000, for a maximum of 24 months and/or additional amounts necessary to pay our franchise and income taxes.

At September 30, 2020 and December 31, 2019, the Company had current liabilities of $3,098,900 and $1,355,865 and working capital of ($2,520,566) and $145,774, respectively, largely due to amounts owed to professionals, consultants, advisors and others who are working on seeking a Business Combination. Such work is continuing after September 30, 2020 and amounts are continuing to accrue.

We intend to use substantially all of the funds held in the Trust Account, including interest (which interest shall be net of Regulatory Withdrawals and taxes payable) to consummate a Business Combination. Moreover, we may need to obtain additional financing either to complete a Business Combination or because we become obligated to redeem a significant number of shares of our Class A Stock upon completion of a Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of a Business Combination. If we are unable to complete a Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. To the extent that our capital stock or debt is used, in whole or in part, as consideration to consummate a Business Combination, the remaining proceeds held in our Trust Account, if any, will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategy.

~~Off-balance sheet financing arrangements~~

We had no obligations, assets or liabilities which would be considered off-balance sheet arrangements at September 30, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We had not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.

accounting standards used.

~~Contractual obligations~~

As of September 30, 2020 and December 31, 2019, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities. In connection with the Public Offering, we entered into an administrative services agreement to pay monthly recurring expenses of $20,000 to The Gores Group for office space, utilities and secretarial support. The administrative services agreement terminates upon the earlier of the completion of a Business Combination or the liquidation of the Company.

The underwriter is entitled to underwriting discounts and commissions of 5.5% ($22,000,000), of which 2.0% ($8,000,000) was paid at the IPO Closing Date, and 3.5% ($14,000,000) was deferred. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriter is not entitled to any interest accrued on the Deferred Discount.

~~Significant~~

Recent Accounting ~~Policies~~

Pronouncements

See Note 2 ~~Significant Accounting Policies~~ ~~for a description~~ of ~~our significant accounting policies.~~

~~Recently issued accounting pronouncements not yet adopted~~

~~Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on~~ the ~~Company’s~~notes to condensed consolidated financial statements ~~based on current operations~~included in this report.

Table of ~~the Company. The impact of any recently issued accounting standards will be re-evaluated on a regular basis or if a business combination is completed where the impact could be material.~~

Content s

~~Item~~

ITEM 3. Quantitative and Qualitative Disclosures ~~About~~about Market ~~Risk~~

Risk.

We are exposed to market risk in the ordinary course of our business. Market risk ~~is a broad term for~~represents the risk of ~~economic~~ loss that may impact our financial position due to adverse changes in ~~the fair value of~~financial market prices and rates. Our market risk exposure is primarily a ~~financial instrument. These changes may be the~~ result of ~~various factors, including~~fluctuations in interest rates and foreign currency exchange ~~rates, commodity prices and/~~rates. We do not hold or ~~equity prices. Our business activities~~issue financial instruments for trading purposes. For a discussion of market risk, see “Quantitative and Qualitative Disclosure about Market Risk” in Item 7A of our Annual Report on Form 10-K for the ~~nine months~~fiscal year ended ~~September 30, 2020 have consisted solely~~December 31, 2020. Our exposure to market risk has not changed materially since December 31, 2020.

We had cash and cash equivalents, and marketable securities totaling $610.3 million as of ~~organizational activities~~March 31, 2021. Cash equivalents and ~~activities relating to our Public Offering, the identification of a target company for our Business Combination~~marketable securities were invested primarily in U.S. treasury, commercial paper, corporate bonds, equity investments and entry into the Merger Agreement and transactions contemplated thereby in connection with the Proposed Business Combination. As of September 30, 2020, $405,725,195 (including accrued interest and subject to reduction by the Deferred Discount due at the consummation of the Business Combination) was held in the Trust Account for the purposes of consummating our Business Combination. As of September 30, 2020, investment securities in the Company’s Trust Account consists of $405,725,195 in money market funds. AsOur investment policy is focused on the preservation of ~~September 30, 2020,~~capital and supporting our liquidity needs. Under the ~~effective annualized interest rate generated by our investments was approximately 1.37%.~~

~~We have not engaged~~policy, we invest in highly rated securities, while limiting the amount of credit exposure to any ~~hedging activities during~~one issuer other than the ~~nine months ended September 30, 2020.~~U.S. government. We do not ~~expect to engage~~invest in ~~any hedging activities with respect~~financial instruments for trading or speculative purposes, nor do we use leveraged financial instruments. We utilize external investment managers who adhere to the ~~market risk to which we are exposed.~~

guidelines of our investment policy. A hypothetical 100 basis point change in interest rates would not have a material impact on the value of our cash and cash equivalents or marketable investments.

~~Item~~

ITEM 4. Controls and ~~Procedures~~

Procedures.

Evaluation of Disclosure ~~controls~~Controls and ~~procedures are controls~~Procedures

In designing and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a‑15 and 15d‑15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation ofevaluating our disclosure controls and procedures, asmanagement recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of ~~September 30, 2020. Based upon~~achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their ~~evaluation,~~costs.

Our management, with the participation of our Chief Executive Officer (CEO) and Chief

Financial Officer ~~concluded that~~(CFO) has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules ~~13a‑15(e)~~13a-15(e) and ~~15d‑15(e)~~15d-15(e) under the Exchange Act) ~~were effective.~~

~~During~~as of the ~~most recently completed~~end of the fiscal quarter ended March 31, 2021. Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of March 31, 2021 due to the material weakness in internal control over financial reporting that was disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Annual Report”).

Notwithstanding the conclusion by our CEO and CFO that our disclosure controls and procedures as of March 31, 2021 were not effective, and not withstanding the identified material weakness, management, including our CEO and CFO, believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Material Weakness

As discussed in the 2020 Annual Report on Form 10-K, we completed the Business Combination on December 2, 2020. Prior to the Business Combination, the Company was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as the Company’s operations prior to the Business Combination were insignificant compared to those of the Post-Combination Company. The design and implementation of internal control over financial reporting for the Post-Combination Company has required and will continue to require significant time and resources from management and other personnel. Because of this, the design and ongoing development of our framework for implementation and evaluation of internal control over financial reporting is in its preliminary stages. As a result, management was unable, without incurring unreasonable effort or expense, to conduct an assessment of our internal control over financial reporting as of December 31, 2020.

Based on an initial assessment, we concluded that our internal control over financial reporting was not effective as of December 31, 2020 because of the material weakness described below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with our financial statement close process for the year ended December 31, 2020, we identified a material weakness in our internal control over financial reporting resulting from a lack of sufficient number of qualified personnel within our accounting function who possessed an appropriate level of expertise to effectively perform the following functions:

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•identify, select and apply GAAP sufficiently to provide reasonable assurance that transactions were being appropriately recorded; and

•assess risk and design appropriate control activities over information technology systems and financial and reporting processes necessary to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements.

Material Weakness Remediation

Management continues to be actively engaged to take steps to remediate the material weakness, including the hiring of additional accounting and finance personnel with technical public company accounting and financial reporting experience. The material weakness will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.

Changes in Internal Control Over Financial Reporting

Management continued to take action to remediate the material weakness during the quarterly period ended March 31, 2021. However, the material weakness will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.

Beginning January 1, 2021, we implemented ASC 842, Leases. We implemented changes to our processes and control activities related to recognizing operating lease right-of-use assets and operating lease liabilities with lease terms of more than 12 months, The new standard did not have any impact on our finance leases (capital leases under ASC 840). The new process and control activities implemented include review of contracts to determine if an arrangement is a lease at inception and to appropriately identify and account for operating lease right-of-use assets, operating lease liabilities and related disclosures.

Other than as described above, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarterly period ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have not experienced any material impact to our internal control over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the impact of the COVID-19 situation on our internal controls to minimize any impact on their design and operating effectiveness.

Table of Content s

PART ~~II—~~II. OTHER INFORMATION

~~Item~~

ITEM 1. Legal ~~Proceedings~~

~~None.~~

Proceedings.

Information with respect to this Item may be found under the heading “Legal Matters” in Note 12 to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

~~Item~~

ITEM 1A. Risk ~~Factors~~

Factors.

There have been no material changes from the Risk Factors ~~that could cause our actual results to differ materially from those~~previously disclosed in ~~this report are any~~Part 1, Item 1A, of ~~the risks described in our prospectus filed with the SEC on February 1, 2019 and~~ our Annual Report on Form 10-K ~~filed with~~for the ~~SEC on March 13,~~fiscal year ended December 31, 2020. ~~Any of these factors could result~~You should carefully consider the Risk Factors discussed in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Other than the risk factors disclosed in the proxy statement/consent solicitation statement/prospectus filed with the SEC by the Company on September 14, 2020, there have been no other material changes to the risk factors disclosed in our prospectus filed with the SEC on February 1, 2019, our Annual Report on Form 10-K ~~filed with the SEC on March 13, 2020 or~~as they could materially affect our ~~Quarterly Reports on Form 10-Q filed with the SEC on May 8, 2020~~business, financial condition and ~~August 6, 2020; however, we may disclose changes to such factors or disclose additional factors from time to time in our~~ future ~~filings with the SEC.~~

results of operation.

~~Item~~

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Unregistered Sales~~

On October 18, 2018, our Sponsor purchased 10,781,250 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.002 per share. Subsequently, our Sponsor transferred an aggregate of 75,000 Founder Shares to our independent directors. On March 18, 2019, following the expiration of the unexercised portion of the underwriter’s over-allotment option, our Sponsor forfeited 781,250 Founder Shares, so that the remaining Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of Capital Stock following the completion of our Public Offering. Our Public Offering was consummated on February 5, 2019.

Prior to the IPO Closing Date, we completed the private sale of an aggregate of 6,666,666 Private Placement Warrants to our Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds, before expenses, of $10,000,000. The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the IPO, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than our Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the Warrants.

~~The sales of the above securities by the Company were exempt from registration in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.~~

~~Use of Proceeds~~

On January 31, 2019, our registration statement on Form S‑1 (File No. 333-228739) was declared effective by the SEC for the Public Offering pursuant to which we sold an aggregate of 40,000,000 Units at an offering price to the public of $10.00 per Unit, including 2,500,000 Units as a result of the underwriter’s partial exercise of its over-allotment option, generating gross proceeds of $400,000,000.

After deducting the underwriting discounts and commissions (excluding the Deferred Discount, which amount will be payable upon the consummation of our Business Combination, if consummated) and the estimated offering expenses, the total net proceeds from our Public Offering and the sale of the Private Placement Warrants

Not applicable.

~~were $401,055,000, of which $400,000,000 (or $10.00 per share sold in the Public Offering) was placed in the Trust Account in the United States maintained by the trustee.~~

Through September 30, 2020, we incurred approximately $8,865,105 for costs and expenses related to the Public Offering. At the IPO Closing Date, we paid a total of $8,000,000 in underwriting discounts and commissions. In addition, the underwriter agreed to defer $14,000,000 in underwriting commissions, which amount will be payable upon consummation of our Business Combination, if consummated. There has been no material change in the planned use of proceeds from our Public Offering as described in our final prospectus dated February 1, 2019 which was filed with the SEC.

Our Sponsor, executive officers and directors have agreed, and our amended and restated certificate of incorporation provides, that we will have only 24 months from the IPO Closing Date to complete our Business Combination. If we are unable to complete our Business Combination within such 24‑month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in our Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

As of September 30, 2020, after giving effect to our Public Offering and our operations subsequent thereto, $405,725,195 was held in the Trust Account, and we had $518,874 of unrestricted cash available to us for our activities in connection with identifying and conducting due diligence of a suitable Business Combination, transaction costs in connection with the Proposed Business Combination, and for general corporate matters.

~~Item~~

ITEM 3. Defaults Upon Senior ~~Securities~~

~~None~~

Securities.

None.

~~Item~~

ITEM 4. Mine Safety ~~Disclosures~~

Disclosures.

Not ~~Applicable.~~

applicable.

~~Item~~

ITEM 5. Other ~~Information~~

Information.

None.

~~Item~~

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ITEM 6. ~~Exhibits~~

~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10‑Q.~~

Exhibits.

Incorporation by Reference

Exhibit Number

Description

Form

File Number

Exhibit/Appendix Reference

Filing Date

Filed Herewith

12/8/20

3.1

Second Amended and Restated Certificate of Incorporation of the Company.

8-K/A

001-38791

3.1

12/8/20

3.2

Amended and Restated Bylaws of the Company .

8-K/A

001-38791

3.2

12/8/20

10.1†

Luminar Technologies, Inc. Director Compensation Policy.

10-K

001-38791

10.14

04/14/21

12/8/20

31.1

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL).

~~Exhibit~~ ~~Number~~	~~Description~~
~~2.1~~		Merger Agreement, dated as of August 24, 2020, by and among Gores Metropoulos, Inc., Dawn Merger Sub, Inc., Dawn Merger Sub II, LLC and Luminar Technologies, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 24, 2020).

~~3.1~~	~~Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 6, 2019).~~

~~3.2~~	~~Bylaws (incorporated by reference to Exhibit 3.3 filed with the Form S-1 filed by the Registrant on December 11, 2018).~~

~~4.1~~	~~Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1 filed by the Registrant on December 11, 2018).~~

~~4.2~~	~~Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1 filed by the Registrant on December 11, 2018).~~

~~4.3~~	~~Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Form S-1 filed by the Registrant on December 11, 2018).~~

~~4.4~~	Warrant Agreement, dated January 31, 2019, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 6, 2019).

~~10.1~~	Support Agreement, dated as of August 24, 2020, by and among Gores Metropoulos, Inc., Dawn Merger Sub, Inc., Dawn Merger Sub II, LLC and Austin Russell (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 24, 2020).

31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*	~~Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

32.2*	~~Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~Exhibit 101~~	The following financial statements from the Quarterly Report on Form 10-Q of Gores Metropoulos, Inc. for the quarter ended September 30, 2020, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) Balance Sheets, (ii) Statement of Income, (iii) Statement of Changes in Stockholders’ Equity, (iv) Statement of Cash Flows and (v) Notes to Financial Statements.

~~Exhibit 104~~	~~Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)~~

†Indicates a management contract or compensatory plan, contract or arrangement.

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SIGNATURES.

~~Filed herewith.~~

~~SIGNATURES~~

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, thereunto duly authorized.

	~~GORES METROPOULOS, INC.~~
					Luminar Technologies, Inc.
~~Date: November 6, 2020~~		~~By:~~		~~/s/ Alec Gores~~
Date: May 14, 2021		By:		~~Alec Gores~~ /s/ Austin Russell
			Austin Russell
			President, Chief Executive Officer and Chairman of the Board of Directors
				(~~Duly Authorized Officer and~~ Principal Executive Officer)



			/s/ Thomas J. Fennimore
			Thomas J. Fennimore
			Chief Financial Officer and Secretary
			(Principal Financial Officer)

	September 30, 2020		December 31, 2019
	(unaudited)		(audited)
CURRENT ASSETS:
Cash and cash equivalents	$	518,874	$	1,365,240
Prepaid assets		59,460		136,399
Total current assets		578,334		1,501,639
Deferred income tax		—		2,353
Investments and cash held in Trust Account		405,725,195		406,434,959
Total assets	$	406,303,529	$	407,938,951

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued expenses, formation and offering costs	$	2,935,896	$	53,203
State franchise tax accrual		30,000		200,000
Current income tax and interest payable		133,004		1,102,662
Total current liabilities		3,098,900		1,355,865
Deferred underwriting compensation		14,000,000		14,000,000
Total liabilities	$	17,098,900	$	15,355,865

Commitments and Contingencies:
Class A Common Stock subject to possible redemption, 38,420,462 and 38,713,476 shares at September 30, 2020 and December 31, 2019, respectively (at redemption value of $10 per share)		384,204,620		387,134,760

Stockholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, NaN issued or outstanding		—		—
Common stock
Class A Common Stock, $0.0001 par value; 200,000,000 shares authorized, 1,579,538 and 1,286,524 shares issued and outstanding (excluding 38,420,462 and 38,713,476 shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively		158		129
Class F Common Stock, $0.0001 par value; 20,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		1,000		1,000
Additional paid-in capital		2,954,117		24,006
Retained earnings		2,044,734		5,423,191

Total stockholders’ equity		5,000,009		5,448,326

Total liabilities and stockholders’ equity	$	406,303,529	$	407,938,951

		Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
		September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Revenues	$		—		$	—		$	—		$	—
Professional fees and other expenses			(4,049,658	)		(150,796	)		(4,408,626	)		(460,780	)
State franchise taxes, other than income tax			(50,000	)		(50,000	)		(150,000	)		(150,000	)
Net loss from operations			(4,099,658	)		(200,796	)		(4,558,626	)		(610,780	)
Other income - interest income			26,672			2,112,905			1,351,950			6,005,266
Net income/(loss) before income taxes	$		(4,072,986	)	$	1,912,109		$	(3,206,676	)	$	5,394,486
Income tax provision and interest			46,571			(405,292	)		(171,781	)		(1,132,843	)
Net income/(loss) attributable to common shares	$		(4,026,415	)	$	1,506,817		$	(3,378,457	)	$	4,261,643

Net income/(loss) per ordinary share:
Class A ordinary shares - basic and diluted	$		(0.08	)	$	0.04		$	(0.06	)	$	0.13
Class F ordinary shares - basic and diluted	$		(0.08	)	$	(0.01	)	$	(0.09	)	$	(0.04	)

	Three Months Ended September 30, 2019
	Class A Common Stock						Class F Common Stock							Additional			Retained			Stockholders'
	Shares			Amount				Shares			Amount			Paid-In Capital			Earnings			Equity
Beginning Balance at July 1, 2019		1,510,727		$	151				10,000,000		$	1,000		$	2,266,014		$	2,732,841		$	5,000,006
Class A common stock subject to possible redemption; 38,639,955 shares at a redemption price of $10.00		(150,682	)		(15	)			-			-			(1,506,805	)		-			(1,506,820	)
Net income		-			-				-			-			-			1,506,817			1,506,817
Balance at September 30, 2019		1,360,045		$	136				10,000,000		$	1,000		$	759,209		$	4,239,658		$	5,000,003

	Nine Months Ended September 30, 2019
	Class A Common Stock						Class F Common Stock							Additional			Retained Earnings/			Stockholders'
	Shares			Amount				Shares			Amount			Paid-In Capital			(Acc. Deficit)			Equity
Beginning Balance at January 1, 2019		-		$	-				10,781,250		$	1,078		$	23,922		$	(21,985	)	$	3,015
Forfeited Class F Common stock by Sponsor		-			-				(781,250	)		(78	)		78			-			-
Proceeds from initial public offering of Units on February 5, 2019 at $10.00 per Unit		40,000,000			4,000				-			-			399,996,000			-			400,000,000
Sale of 6,666,666 Private Placement Warrants to Sponsor on February 5, 2019 at $1.50 per Private Placement Warrant		-			-				-			-			10,000,000			-			10,000,000
Underwriters discounts		-			-				-			-			(8,000,000	)		-			(8,000,000	)
Offering costs charged to additional paid-in capital		-			-				-			-			(865,105	)		-			(865,105	)
Deferred underwriting compensation		-			-				-			-			(14,000,000	)		-			(14,000,000	)
Class A common stock subject to possible redemption; 38,639,955 shares at a redemption price of $10.00		(38,639,955	)		(3,864	)			-			-			(386,395,686	)		-			(386,399,550	)
Net income		-			-				-			-			-			4,261,643			4,261,643
Balance at September 30, 2019		1,360,045		$	136				10,000,000		$	1,000		$	759,209		$	4,239,658		$	5,000,003

	Three Months Ended September 30, 2020
	Class A Common Stock						Class F Common Stock							Additional			Retained			Stockholders'
	Shares			Amount				Shares			Amount			Paid-In Capital			Earnings			Equity
Beginning Balance at July 1, 2020		1,286,524		$	129				10,000,000		$	1,000		$	24,006		$	6,071,149		$	6,096,284
Class A common stock subject to possible redemption; 38,420,462 shares at a redemption price of $10.00		293,014			29				-			-			2,930,111			-			2,930,140
Net loss		-			-				-			-			-			(4,026,415	)		(4,026,415	)
Balance at September 30, 2020		1,579,538		$	158				10,000,000		$	1,000		$	2,954,117		$	2,044,734		$	5,000,009

	Nine Months Ended September 30, 2020
	Class A Common Stock						Class F Common Stock							Additional			Retained			Stockholders'
	Shares			Amount				Shares			Amount			Paid-In Capital			Earnings			Equity
Beginning Balance at January 1, 2020		1,286,524		$	129				10,000,000		$	1,000		$	24,006		$	5,423,191		$	5,448,326
Class A common stock subject to possible redemption; 38,420,462 shares at a redemption price of $10.00		293,014			29				-			-			2,930,111			-			2,930,140
Net loss		-			-				-			-			-			(3,378,457	)		(3,378,457	)
Balance at September 30, 2020		1,579,538		$	158				10,000,000		$	1,000		$	2,954,117		$	2,044,734		$	5,000,009

	For the Three Months Ended September 30, 2020						For the Three Months Ended September 30, 2019					For the Nine Months Ended September 30, 2020						For the Nine Months Ended September 30, 2019
	Class A			Class F			Class A		Class F			Class A			Class F			Class A		Class F
Basic and diluted net income/(loss) per share:
Numerator:
Allocation of net income/(loss)	$	(3,215,855	)	$	(810,560	)	$	1,627,320	$	(120,503	)	$	(2,433,543	)	$	(944,914	)	$	4,654,530	$	(392,887	)

Denominator:
Weighted-average shares outstanding		40,000,000			10,000,000			40,000,000		10,000,000			40,000,000			10,000,000			34,872,000		10,217,500
Basic and diluted net income/(loss) per share	$	(0.08	)	$	(0.08	)	$	0.04	$	(0.01	)	$	(0.06	)	$	(0.09	)	$	0.13	$	(0.04	)

					Significant		Significant
					Other		Other
			Quoted Prices in		Observable		Unobservable
	September 30,		Active Markets		Inputs		Inputs
Description	2020		(Level 1)		(Level 2)		(Level 3)
Investments and cash held in Trust Account		405,725,195		405,725,195		—		—
Total	$	405,725,195	$	405,725,195	$	—	$	—